Getty Petroleum Marketing Inc/MD – ‘10-12B/A’ on 1/27/97 – EX-10.2

As of:  Monday, 1/27/97   ·   Accession #:  950124-97-358   ·   File #:  1-14490

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Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Form 10 Amendment No. 2                               75    398K 
 2: EX-2.1      Reorganization and Distribution Agreement            100    297K 
 3: EX-10.2     Master Lease Agreement                                78    289K 
 4: EX-10.5     Trademark License Agreement                           27     62K 

EX-10.2   —   Master Lease Agreement
Exhibit Table of Contents

EX-10.2
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                                                                EXHIBIT 10.2

MASTER LEASE
DATED 
FEBRUARY 1, 1997
BETWEEN 

GETTY REALTY CORP., AS LANDLORD,

AND 

GETTY PETROLEUM MARKETING INC., AS TENANT 

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TABLE OF CONTENTS 

      Paragraph                                                   Page

    1    Definitions............................................ 2

    2    Term................................................... 8

    3    Rent................................................... 9

    4    Additional Payments by Tenant; Impositions............ 10

    5    Use................................................... 11

    6    Compliance with Law................................... 12

    7    Maintenance and Alterations........................... 12

    8    Prohibited Liens...................................... 14

    9    Hazardous Substances; Environmental Indemnification... 14

   10    Indemnification; Liability of Landlord................ 15

   11    Right of Contest...................................... 17

   12    Insurance............................................. 18

   13    Damage or Destruction................................. 20

   14    Condemnation.......................................... 20

   15    Transfers by Landlord................................. 21

   16    Transfers by Tenant; Dealer Leases.................... 22

   17    Quiet Enjoyment....................................... 23

   18    Default by Tenant; Remedies........................... 24

   19    Termination........................................... 28

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Paragraph                                                           Page

20  Notices.......................................................... 28

21  No Broker........................................................ 28

22  Economic Abandonment............................................. 29

23  Third Party Leases............................................... 29

24  Waivers.......................................................... 30

25  Further Assurances; Additional Deliveries........................ 30

26  Miscellaneous.................................................... 31

27  Interpretation; Execution and Application of Lease............... 32

_____________ 

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MASTER LEASE                                                          

ATTACHMENTS:                                                          

Exhibit "A" = Legal Description                                       
Exhibit "B" = Third Party Lease locations                             
Exhibit "C" = Permitted Exceptions                                    
Exhibit "D" = Premises with Non-complying UST's                       
Exhibit "E" = Premises with Ongoing Remediations                      
Exhibit "F" = Dealers in Default                                      

Schedule 1 -   Initial Term Fixed Rent                                

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INDEX OF DEFINED TERMS

     DEFINED TERM                               PAGE
     ------------                               ----

    Additional Rent .......................      2
    Business Day ..........................      2
    Casualty ..............................      2
    Certifying Party ......................     30
    Clean-Up Obligor ......................     15
    Commencement Date......................      2
    Condemnation ..........................      2
    Construction Work .....................      2
    Contest ...............................     17
    County ................................      2
    Dealers ...............................      1
    Default ...............................      2
    Distribution Agreement.................      1
    Equipment Liens .......................      2
    Environmental Law......................      3
    Estoppel Certificate...................      3
    Event of Default ......................     23
    Fee Estate ............................      3
    Fee Mortgage ..........................      3
    Fixed Rent ............................      9
    Government ............................      3
    Hazardous Substances...................      3
    Hazardous Substances Discharge.........      4
    Impositions ...........................      4
    Include ...............................     33
    Including .............................     33
    Indemnify .............................      4
    Indemnitee ............................      4
    Indemnitor ............................      5
    Initial Term ..........................      8
    Insubstantial Condemnation.............      5
    Land ..................................      1
    Landlord ..............................      5
    Law ...................................      5
    Laws ..................................      5
    Lease .................................      1
    Leasehold Estate ......................      5

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INDEX OF DEFINED TERMS (continued)

DEFINED TERM                 PAGE 
------------                 ---- 

Legal Costs ...............   5   
Monetary Default ..........   5   
Non-Monetary Default ......   5   
Notice ....................   5   
Notice of Default .........   5   
Permitted Exceptions ......   1   
Person ....................   6   
Petroleum Terminal ........   6   
Premises ..................   6   
Prime Rate ................   6   
Prohibited Liens ..........   6   
Renewal Option ............   6   
Renewal Term ..............   8   
Rent ......................   6   
Requesting Party ..........  30   
Service Station ...........   6   
State .....................   6   
Sublease ..................   7   
Substantial Condemnation...   7   
Subtenant .................   7   
Subtenants ................   7   
Temporary Condemnation.....   7   
Tenant ....................   7   
Term ......................   8   
Termination Date ..........   7   
Third Party Lease .........   7   
Third Party Lessor ........   7   
Transfer ..................  21   
Unavoidable Delay .........   7   
UST .......................   8   
Waiver of Subrogation .....   8   

________  

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This MASTER LEASE (the "Lease") is made and entered into on February 1, 1997    
(the "Commencement Date"), between Getty Realty Corp., a Delaware corporation   
whose address is 125 Jericho Turnpike, Jericho, New York 11753 ("Landlord"),    
and Getty Petroleum Marketing Inc.,  a Maryland corporation  whose address is   
125 Jericho Turnpike, Jericho, New York 11753 ("Tenant").                       

R E C I T A L S 

A. Landlord holds good and marketable fee simple absolute title to the
lands described in EXHIBIT A,  (the "Land"), together with: (a) all buildings,  
structures and other improvements and appurtenances presently located on the    
Land; (b) all right, title and interest of Landlord, if any, in and to the land 
lying in the bed of any street or highway in front of or adjoining the Land to  
the center line of such street or highway; (c) the appurtenances and all the    
estate and rights of Landlord in and to the Land; (d) any strips or gores       
adjoining the Land; and (e) all right, title and interest of Landlord, if any,  
in and to any furnishings, fixtures, equipment or other personal property       
attached or appurtenant to any improvements located on the Land which are not   
being transferred to Tenant on the date hereof (all, collectively, together     
with the properties set forth in Exhibit B, the "Premises") subject only to the 
estates, interests, liens, charges and encumbrances set forth in EXHIBIT C (the 
"Permitted Exceptions").                                                        

B. Landlord (including certain of its subsidiaries) is the lessee of  
certain Premises described in EXHIBIT B (the "Third Party Leases").             

C. The Premises consist of Petroleum Terminals and Service Stations.  

  D. Landlord and Tenant have entered into that certain Reorganization and
Distribution  Agreement dated as of _______, 1997 (the "Distribution            
Agreement") transferring to Tenant the Marketing Assets and Marketing Business  
(as such terms are defined in the Distribution Agreement) in anticipation of  a 
distribution by Landlord of the common stock of Tenant to the stockholders of   
Landlord.                                                                       

E. In accordance with the Distribution Agreement, Landlord desires to 
lease or sublease the Premises to Tenant, and Tenant desires to lease or        
sublease the Premises from Landlord, most of which Service Station Premises are 
subject to the tenancies of lessee-dealers ("Dealers").                         

  F. The parties desire to enter into this Lease to set forth their rights
and obligations relating to the Premises.                                       

   NOW, THEREFORE, in exchange for good and valuable consideration, Landlord
hereby leases and subleases the Premises to Tenant and Tenant hereby takes and  
hires the Premises from Landlord, subject only to the Permitted Exceptions, and 
the Dealers' tenancies, for the Term (as hereinafter defined), upon the terms   
and conditions of this Lease.                                                   

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1       Definitions.                                                            

  The following definitions shall apply throughout this Lease, in addition
to any other definitions elsewhere in this Lease.  An Index of Defined Terms    
follows the signature page.                                                     

    1.1   Additional Rent.   The term "Additional Rent" means any and all sums
and payments that this Lease requires Tenant to pay to Landlord, except Fixed   
Rent.  Additional Rent shall also include all Impositions.                      

  1.2  Business Day.  A "Business Day" means any weekday on which banks in
the State of New York  are generally open to conduct regular banking business   
with bank personnel.                                                            

    1.3  Casualty.  A "Casualty" means any damage or destruction affecting any
or all  structures or other improvements located on the Premises.               

1.4  Commencement Date. February 1, 1997 for all Premises, except for 
those Premises requiring consent to a sublease from a Third Party Lessor, which 
shall commence on such later date upon which consent is obtained.               

  1.5  Condemnation.  A "Condemnation" means any taking of the Premises or
any part of the Premises by condemnation or by exercise of any right of eminent 
domain, or by any similar proceeding or act of any Government.                  

1.6  Construction Work.  The term "Construction Work" means any       
alteration, modification, demolition, or other construction or reconstruction   
work, or the construction or reconstruction of any new improvements, or repair  
of any existing improvements, located on, under or at the Premises.             

1.7  County.  The "County" means the county where the Premises are    
located.                                                                        

1.8  Default.  A "Default" means any Monetary Default or Non-Monetary 
Default.                                                                        

1.9  Equipment Liens.  The term "Equipment Liens" means purchase-money
security interests, financing leases, personal property liens, and similar      
arrangements (including the corresponding UCC-1 financing statements) relating  
to Tenant's acquisition, encumbering or financing of personal property,         
fixtures or equipment used in connection with the operation of any business on  
the Premises not prohibited by this Lease, any Third Party Lease or any Fee     
Mortgage on the Premises, that are leased, purchased pursuant to conditional    
sale or installment sale arrangements, encumbered by a security agreement made  
by Tenant, or used under licenses, such as convenience food store equipment,    
gasoline marketing equipment, UST's, furniture, fixtures and equipment,         
telephone, telecommunications and facsimile transmission equipment, point of    
sale equipment, televisions, radios, and computer systems, provided that each   

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Equipment Lien encumbers or otherwise relates to only the property financed or  
otherwise provided by the secured party under such Equipment Lien.              

   1.10  Environmental Law.  The term "Environmental Law" shall mean any Law
related to environmental conditions on, under, or about the Premises, or        
arising from use or occupancy of the Premises, including soil, air and ground   
water conditions, or governing the use, generation, storage, transportation,    
disposal, release, clean-up or control of Hazardous Substances in, on, at, to   
or from the Premises.                                                           

  1.11  Estoppel Certificate.  An "Estoppel Certificate" means a statement
in writing containing any or all of the following statements (identifying in    
reasonable detail any exceptions that may exist at the time), as requested by   
either party: (a) this Lease has not been amended, constitutes the entire       
agreement between Landlord and Tenant relating to the Premises, and is in full  
force and effect; (b) neither Landlord nor Tenant is in default under this      
Lease and to the best of the signer's knowledge no facts or circumstances exist 
that, with the passage of time or the giving of notice, would constitute        
defaults under this Lease by Landlord or Tenant; (c) Tenant has paid all Rent   
to date; (d) the Commencement Date or any other then-ascertainable date         
relevant to this Lease; and (d) such other matters as either party shall        
reasonably request.                                                             

1.12  Fee Estate.  The "Fee Estate" means Landlord's fee estate in the
Premises or any part of the Premises or any direct or indirect interest in such 
fee estate or,  in the case of Premises owned by a Third Party Lessor, the fee  
estate of such Third Party Lessor.                                              

  1.13  Fee Mortgage.  A "Fee Mortgage" means any mortgage, deed of trust,
deed to secure debt, assignment, security interest, pledge, financing statement 
or any other instrument(s) or agreement(s) intended to grant security for any   
obligation encumbering the Fee Estate, as entered into, renewed, modified,      
amended, extended or assigned from time to time during the Term.                

1.14   Fixed Rent.   Fixed Rent shall include all rent payable under  
Section 3.1 including Rent payable to Third Party Lessors.                      

  1.15  Government.  The term "Government" means each and every applicable
governmental authority, department, agency, bureau or other entity or           
instrumentality having jurisdiction over the Premises, including the federal    
government of the United States, the State government and any subdivisions and  
municipalities thereof, including the County government, and all other          
applicable governmental authorities and subdivisions thereof.                   

    1.16  Hazardous Substances.  The term "Hazardous Substances" shall include
flammable substances, explosives, radioactive materials, asbestos,              
polychlorinated biphenyls, chemicals known to cause cancer or reproductive      
toxicity, pollutants, contaminants, hazardous wastes, medical wastes, toxic     
substances or related materials, petroleum and petroleum products, and          
substances declared to be hazardous or toxic by Environmental Law.              

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1.17  Hazardous Substances Discharge.  The term "Hazardous Substances 
Discharge" shall mean any deposit, spill, discharge, or other release of        
Hazardous Substances that occurs at or from the Premises or that arises at any  
time from the use, occupancy or operation of the Premises or any activities     
conducted therein.                                                              

 1.18  Impositions.  The term "Impositions" means all taxes, special and
general assessments, water rents, rates and charges, commercial rent taxes, UST 
fees and taxes, sewer rents and other impositions and charges of every kind and 
nature whatsoever with respect to the Premises, that may be assessed, levied,   
confirmed, imposed or become a lien on the Premises (other than on account of   
any actions or omissions of Landlord or Third Party Lessor or conditions        
existing on, at or with respect to the Premises before the Commencement Date)   
by or for the benefit of any Government with respect to any period during the   
Term together with any taxes and assessments that may be levied, assessed or    
imposed by any Government upon the gross income arising from any Rent or in     
lieu of or as a substitute, in whole or in part, for taxes and assessments      
imposed upon or related to the Premises and commonly known as real estate       
taxes.  Notwithstanding the foregoing, all such obligations of a lessee in a    
Third Party Lease are also Impositions.  The term "Impositions" shall, however, 
not include any of the following, all of which Landlord shall pay before        
delinquent or payable only with a penalty: (a) any franchise, income, excess    
profits, estate, inheritance, succession, transfer, gift, corporation,          
business, capital levy, or profits tax, or license fee, of Landlord, (b) the    
incremental portion of any of the items listed in this paragraph that would not 
have been levied, imposed or assessed but for any sale or other direct or       
indirect transfer of the Fee Estate or of any interest in Landlord during the   
Term, (c) any charges that would not have been payable but for any act or       
omission of Landlord or conditions existing on, at or with respect to the       
Premises before the Commencement Date, (d) any charges that are levied,         
assessed or imposed against the Premises during the Term based on the recapture 
or reversal of any previous tax abatement or tax subsidy, or compensating for   
any previous tax deferral or reduced assessment or valuation, or based on a     
miscalculation or misdetermination of any charge(s) of any kind imposed or      
assessed with respect to the Premises, relating to any period(s) before the     
Commencement Date, and (e) interest, penalties and other charges with respect   
to items "a" through "d."                                                       

1.19  Indemnify.  Wherever this Lease provides that a party shall     
"Indemnify" another from or against a particular matter, such term means that   
the Indemnitor shall indemnify the Indemnitee (and the owner of the Fee Estate  
and their respective partners, officers, directors, agents and employees) and   
defend and hold the Indemnitee (and the owner of the Fee Estate and their       
respective partners, officers, directors, agents and employees) harmless from   
and against any and all loss, cost, claims, liability, penalties, judgments,    
damage or other injury, detriment, or expense (including Legal Costs, interest  
and penalties) reasonably incurred or suffered by the Indemnitee (and its       
partners, officers, directors, agents and employees) on account of the matter   
that is the subject of such indemnification or in enforcing the Indemnitor's    
indemnity.                                                                      

1.20  Indemnitee.  An "Indemnitee" is a party that is entitled to be  
Indemnified pursuant to this Lease.                                             

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1.21  Indemnitor.  An "Indemnitor" is a party that agrees to Indemnify
another party pursuant to this Lease.                                           

  1.22  Insubstantial Condemnation.  An "Insubstantial Condemnation" means
any Condemnation other than a Substantial Condemnation.                         

 1.23 Landlord.  Getty Realty Corp. and certain of its subsidiaries, who
have approved this Lease on the signature page hereof.                          

1.24  Law.  The term "Law" or "Laws" means all laws, ordinances,      
requirements, orders, directives, rules and regulations of any applicable       
Government affecting the development, improvement, alteration, use,             
maintenance, operation or occupancy of the Premises or any part of the          
Premises, whether in force at the Commencement Date or passed, enacted or       
imposed at some time in the future, subject in all cases, however, to all       
applicable waivers, variances and exemptions limiting the application of the    
foregoing to the Premises.                                                      

  1.25  Leasehold Estate.  The "Leasehold Estate" means Tenant's leasehold
estate under this Lease, upon and subject to all the terms and conditions of    
this Lease, and any Third Party Lease affecting the Premises, or any part of    
such leasehold estate or any direct or indirect interest in such leasehold      
estate.                                                                         

   1.26  Legal Costs.  "Legal Costs" means all reasonable costs and expenses
incurred by a party to this Lease in connection with any legal proceeding,      
including reasonable attorneys' fees, consultant's fees, court costs, and       
expenses.                                                                       

   1.27  Monetary Default.  A "Monetary Default" means any failure by Tenant
to pay any Rent or other sum(s) of money, including Additional Rent payable     
pursuant to this Lease, when and as required to be paid pursuant to this Lease. 

    1.28  Non-Monetary Default.  A "Non-Monetary Default" means any failure by
Tenant to comply with any terms or provisions of, or perform as required, by    
this Lease, other than a Monetary Default.                                      

1.29  Notice.  The term "Notice" means any notice, demand, request,   
election, designation, or consent, including any of the foregoing relating to a 
Default or alleged Default, that is permitted, required or desired to be given  
by either party in connection with this Lease.  Notices shall be delivered, and 
shall become effective, only in accordance with the requirements of Paragraph   
20.                                                                             

   1.30  Notice of Default.  A "Notice of Default" means any Notice from one
party to the other claiming or giving Notice of a Default or alleged Default by 
the recipient.                                                                  

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1.31  Person.  "Person" is an individual, corporation or partnership, 
including without limitation, Power Test Realty Company Limited Partnership.    

 1.32 Petroleum Terminal.  "Petroleum Terminal" is a Premises which is a
terminal for the storage and distribution of petroleum products either owned or 
leased by Landlord or one of its subsidiaries.                                  

1.33 Premises.   Each property listed in Exhibits A and B and,        
collectively, all of the properties listed in Exhibits A and B, except for      
those properties which may be deleted from time to time by Substantial          
Condemnation, or by the expiration of a Third Party Lease or by not exercising  
a Renewal Option.                                                               

1.34  Prime Rate.  The "Prime Rate" means the prime rate or equivalent
"base" or "reference" rate for corporate loans that, at Landlord's election, by 
Notice to Tenant, is: (a) published from time to time in the Wall Street        
Journal; (b) announced from time to time by Chase Manhattan Bank, New York, New 
York, or any other large United States "money center" commercial bank           
designated by Landlord; or (c) if such rate is no longer so published or        
announced, then a reasonably equivalent rate published by an authoritative      
third party designated by Landlord.  Notwithstanding anything to the contrary   
in this paragraph, the Prime Rate shall never exceed the highest rate of        
interest legally permitted to be charged in transactions of the character of    
this Lease between parties of a character similar to Landlord and Tenant.       

1.35  Prohibited Liens.  A "Prohibited Lien" means any mechanic's,    
vendor's, laborer's or material supplier's statutory lien or other similar lien 
arising by reason of work, labor, services, equipment or materials supplied, or 
claimed to have been supplied, to Tenant, which lien either: (a) is filed       
against the Fee Estate or (b) is filed against the Leasehold Estate and, upon   
termination of this Lease, would under the law of the State attach to the Fee   
Estate.  Notwithstanding anything to the contrary in this Lease, an Equipment   
Lien shall not constitute a Prohibited Lien and nothing in this Lease shall     
prohibit Tenant from creating, or require Tenant to remove, any Equipment Lien  
except upon termination of this Lease.                                          

   1.36 Renewal Option.  The right to renew the Lease as provided in Section
2.1 for each Premises individually.                                             

1.37  Rent.  The "Rent" means Fixed Rent and Additional Rent.         

 1.38 Service Station.  A Premises which is currently used to sell motor
fuels or convenience store items or both, and in some instances is used for     
motor vehicle repairs and/or other services ancillary to the sale of motor      
fuels or convenience store items.                                               

   1.39  State.  The "State" means the State where the Premises are located.

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    1.40  Sublease.  The term "Sublease" means any sublease of the Premises or
any part of the Premises, or any other agreement or arrangement (including a    
license agreement or concession agreement) made by Tenant granting any third    
party the right to occupy, use or possess any portion of the Premises.  The     
leases to the Dealers assigned under Paragraph 16.2 are Subleases.              

 1.41  Substantial Condemnation.  A "Substantial Condemnation" means any
Condemnation that, in Tenant's reasonable judgment, renders the remaining       
portion of the Premises unsuitable for the conduct of Tenant's business as a    
gasoline service station and/or convenience store or such other permitted,      
lawful use at the time of the Condemnation.  Tenant may waive its right to      
treat as a Substantial Condemnation any Condemnation that would otherwise       
qualify as such.                                                                

  1.42  Subtenant.  The term "Subtenant" means any person having rights of
occupancy, use or possession under a Sublease, and any concessionaires and      
licensees that Tenant elects to treat as Subtenants.  The Dealers are           
Subtenants.                                                                     

1.43  Temporary Condemnation.  A "Temporary Condemnation" means a     
Condemnation relating to the temporary right to use or occupy the Premises or   
any part of the Premises.                                                       

1.44  Tenant.  Getty Petroleum Marketing Inc. and for certain Premises
located in the Mid-Hudson Valley, Kingston Oil Supply Corp.                     

  1.45  Termination Date.  The "Termination Date" means the date when this
Lease terminates or expires (i) for any Premises for which a Renewal Option is  
not exercised, (ii) for Third Party Leases upon their expiration date, and      
(iii) for all Premises, whether pursuant to the expiration of the Term as       
provided for in this Lease or pursuant to Landlord's exercise of remedies upon  
occurrence of an Event of Default.                                              

    1.46 Third Party Lease.  A lease between a Third Party Lessor and Landlord
or a subsidiary of Landlord for the Premises.                                   

  1.47  Third Party Lessor.  A Person who owns  Premises and leases  it to
Landlord or a subsidiary of Landlord.  Power Test Realty Company Limited        
Partnership is a Third Party Lessor.                                            

 1.48  Unavoidable Delay.  The term "Unavoidable Delay" means a delay in
the performance of any obligation under this Lease (excluding in any case any   
obligation to pay money) arising from or on account of any cause whatsoever     
beyond the reasonable control of  the person required to perform, including     
strikes, labor troubles, litigation, Casualty, Condemnation, accidents, Laws,   
governmental preemption, war, riots, and other causes beyond such party's       
reasonable control, whether similar to or dissimilar to the causes specifically 
enumerated in this                                                              

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paragraph.  In no event shall Unavoidable Delay be deemed to include any delay  
caused by a person's financial condition.                                       

1.49  UST.  An underground storage tank including related piping,     
underground pumps, wiring and their monitoring devices.                         

   1.50  Waiver of Subrogation.  A "Waiver of Subrogation" means a provision
in, or endorsement to, any insurance policy required by this Lease, by which    
the insurance carrier agrees to waive all rights of recovery by way of          
subrogation against either party to this Lease in connection with any loss      
covered by such insurance policy.                                               

2 Term.                                                                         

2.1  Initial Term and Renewal Term(s).  The initial term of this Lease
(the "Initial Term") shall commence on the Commencement Date.  The Initial Term 
shall continue until 11:59 p.m. on January 31, 2012, unless terminated sooner.  
Except as provided in Paragraph 23.3, Tenant shall have the absolute and        
unconditional right and option (each such right and option, a "Renewal Option") 
to extend and renew this Lease as to any or all of the Premises upon the same   
terms and conditions (except for rental) as this Lease, for four (4) additional 
successive periods (each, a "Renewal Term") following expiration of the Initial 
Term.  Tenant shall exercise each Renewal Option, if at all, by giving Landlord 
Notice thereof (in compliance with this Lease) at least two (2) years before    
the first day of the corresponding Renewal Term.  Wherever this Lease refers to 
the "Term," such reference means the Initial Term as extended from time to      
time, pursuant to Tenant's Renewal Option(s), to include one or more Renewal    
Term(s), so that upon Tenant's exercise of any Renewal Option(s), the "Term"    
shall include the corresponding Renewal Term(s).  At the expiration or          
termination  of (i) the Lease as applicable to any Premises and (ii) the final  
Renewal Term provided for below, Tenant shall have no further rights to renew   
or extend this Lease (x) as it applies to any Premises not previously extended  
or renewed and (y) at the expiration of the final Renewal Term.  The Renewal    
Options and Renewal Terms are as follows:                                       

  2.1.1  First Renewal Term.  The first Renewal Term shall be for a period
of ten (10) years beginning on February 1, 2012 and ending on January 31, 2022. 

    2.1.2  Second Renewal Term.  The second Renewal Term shall be for a period
of ten (10) years beginning on February 1, 2022 and ending on January 31, 2032. 

  2.1.3  Third Renewal Term.  The third Renewal Term shall be for a period
of ten (10) years beginning on February 1, 2032 and ending on January 31, 2042. 

 2.1.4  Fourth Renewal Term.  The fourth and final Renewal Term shall be
for a period of ten (10) years beginning on February 1, 2042 and ending on      
January 31, 2052.                                                               

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   2.2.  Default by Tenant.  Tenant's Renewal Options shall remain effective
notwithstanding Tenant's Default, unless and until all cure periods available   
to Tenant shall have expired without cure and Landlord shall have terminated    
this Lease.  Provided only that this Lease has not been terminated, there shall 
be no conditions (express or implied) to Tenant's exercise of any Renewal       
Option(s) (except as set forth in Section 23.3 as it pertains to a Third Party  
Lease).                                                                         

2.3  Title to Improvements and Personal Property.  Notwithstanding    
anything to the contrary in this Lease, except for certain USTs referred to in  
Paragraph 7.6, and except for property owned by third parties,  all             
improvements constructed by Tenant and all personal property and equipment      
located in, on or at the Premises or otherwise constituting part of the         
Premises shall at all times during the Term be owned by, and shall belong to,   
Tenant.  All the benefits and burdens of ownership of the foregoing shall be    
and remain in Tenant during the Term.                                           

3       Rent.                                                                   

  3.1 Fixed Rent.  Throughout the Term and all Renewal Terms, Tenant shall
pay Landlord, without notice or demand, in lawful money of the United States of 
America, at Landlord's office or as Landlord shall otherwise designate, a net   
annual rental (the "Fixed Rent") as follows:                                    

3.1.1. Calculation of Fixed Rent.   During the Initial Term and all   
Renewal Terms, Fixed Rent shall be $______ per month all as more fully set      
forth in Schedule 1 and as adjusted in this Article 3.  The Fixed Rent during   
the Initial Term and all Renewal Terms shall be reduced at the time that any    
Premises may be deleted from the Lease by Substantial Condemnation, or by the   
expiration or termination of a Third Party Lease described in Exhibit B by the  
amount of Fixed Rent set forth on Schedule 1(as it may be increased pursuant to 
Paragraph 3.1.2) attributable to such deleted Premises.  The Fixed Rent during  
any Renewal Term shall be reduced by the amount of Fixed Rent set forth on      
Schedule 1 (as it may be increased pursuant to Paragraph 3.1.2) attributable to 
all Premises for which Renewal Options have not been exercised by Tenant.       

 3.1.2. CPI Increases.  At the end of the fifth (5th) Lease year (in the
first instance, on February 1, 2002) and at the end of each five (5) year       
period thereafter during the Term and all Renewal Terms the Fixed Rent in       
effect at the end of each such five (5) year period shall be increased by an    
amount equal to all increases in the Consumer Price Index, Northeast Region or  
the successor index thereto ("CPI"), over the prior five (5) year period (such  
CPI increase to be computed on the Fixed Rent in effect for the relevant        
January before the February 1 when the increase is to be effective); provided,  
however, that in no event shall any one increase exceed fifteen (15%) percent   
of the Fixed Rent in effect before the applicable February 1 increase effective 
date.  If the relevant CPI index is not yet available on any February 1 when an 

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increase is to be effective, the Rent will be adjusted retroactively when such  
CPI index becomes available.                                                    

3.2   Payment; Proration; Etc.  Tenant shall pay Fixed Rent in equal  
monthly installments in advance on the first day of each month.  Rent for       
partial months at the beginning or end of the Term shall be prorated based on   
the number of days in such month within the Term divided by the total number of 
days in the entire month.  Tenant shall pay all Rent payable to Landlord by wire
transfer of currently available federal funds to Landlord's bank account as     
designated by Landlord.                                                         

3.3   Additional Rent.  In addition to Fixed Rent, Tenant shall pay   
Landlord, as additional rent under this Lease, all Additional Rent within twenty
(20) days after receipt of invoice therefor or as otherwise set forth in        
Paragraph 4.                                                                    

  3.4   No Allocation to Personal Property.  None of the Rent provided for
under this Lease is allocable to any personal property included in the Premises.

   3.5   Offsets.  Tenant shall pay all Rent without offset, defense, claim,
counterclaim, reduction, deduction, or exercise of recoupment rights of any kind
whatsoever, except that notwithstanding anything to the contrary in this Lease, 
Tenant shall be entitled to offset against Rent an amount equal to any of the   
following obligations  required to be performed by Landlord  to the extent      
Landlord fails to perform any such obligation after Notice and demand:          

       3.5.1 Landlord's obligation pursuant to Paragraph 7.6 to upgrade or
replace the UST's at the locations set forth in Exhibit D, to the extent Tenant 
is required to expend monies therefor; and                                      

          3.5.2 Landlord's obligation pursuant to Paragraph 7.6 to comply in all
material respects with Environmental Laws at the locations set forth in Exhibit 
D and Exhibit E, to the extent Tenant is required to expend monies to achieve   
such compliance.                                                                

4    Additional Payments by Tenant; Impositions.                                

4.1   Landlord's Net Return.  The parties intend that this Lease shall
constitute a "net lease," so that the Rent shall provide Landlord with "net"    
return for the Term, free of any expenses or charges with respect to the        
Premises, except as specifically provided in this Lease.  Accordingly, Tenant   
shall pay as Additional Rent and discharge, before failure to pay the same shall
create a material risk of forfeiture or give rise to a penalty, each and every  
item of expense, of every kind and nature whatsoever, related to or arising from
the Premises, or by reason of or in any manner connected with or arising from   
the development, leasing, operation, management, maintenance, repair, use or    
occupancy of the Premises or any portion of the Premises. Notwithstanding       
anything to the contrary in this Lease, Tenant shall not be required to pay any 
of the following incurred by Landlord: (a) principal, interest, or other charges
payable under any                                                               

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Fee Mortgage; (b) depreciation, amortization, brokerage commissions, financing  
or refinancing costs, management fees or leasing expenses incurred by Landlord  
with respect to the Fee Estate or the Premises; (c) consulting, overhead,       
travel, legal, staff, and other similar costs incidental to Landlord's ownership
of the Premises, other than Legal Costs that Tenant has expressly agreed to pay;
(d) any costs arising from or pursuant to any instrument or agreement affecting 
the Premises that is not a Permitted Exception and to which Landlord is a party 
and Tenant is not a party; and  (e) the obligations of Landlord set forth in    
Paragraphs 7.6  and 9.3.                                                        

     4.2  Impositions.  For any period within the Term (with daily proration for
periods partially within the Term and partially outside the Term), Tenant shall 
pay and discharge, before failure to pay the same shall create a material risk  
of forfeiture or give rise to a penalty, all Impositions.  Tenant shall also pay
all interest and penalties assessed by any Government on account of late payment
of any Imposition, unless such late payment was caused by Landlord's failure to 
remit an Imposition (paid to Landlord by Tenant) in accordance with Tenant's    
reasonable instructions or Landlord's failure to promptly forward Tenant a copy 
of a tax bill received by Landlord, in which case Landlord shall pay such       
interest and penalties.  Tenant shall within a reasonable time after Notice from
Landlord provide Landlord with reasonable proof that Tenant has paid any        
Imposition(s) that this Lease requires Tenant to have paid.                     

   4.3  Assessments in Installments.  To the extent that may be permitted by
law or by a Third Party Lease, Tenant shall have the right to apply for         
conversion of any assessment to cause it to be payable in installments.  After  
such conversion, Tenant shall pay and discharge only such installments of such  
assessment as shall become due and payable during the Term.                     

   4.4  Direct Payment by Landlord.  If any Imposition or other item of Rent
is required to be paid directly by Landlord, then: (a) Landlord appoints Tenant 
as Landlord's attorney in fact for the purpose of making such payment; and (b)  
if the person entitled to receive such payment refuses to accept it from Tenant,
then Tenant shall give Landlord Notice of such fact and shall remit payment of  
such Imposition to Landlord in a timely manner accompanied by reasonable        
instructions as to the further remittance of such payment.  Landlord shall with 
reasonable promptness comply with Tenant's reasonable instructions and shall    
Indemnify Tenant against Landlord's failure to do so.                           

4.5  Utilities.  Tenant shall pay all fuel, gas, light, power, water, 
sewage, garbage disposal, telephone and other utility charges, and the expenses 
of installation, maintenance, use and service in connection with the foregoing, 
relating to the Premises during the Term.                                       

5 Use.                                                                          

Tenant may use (a) a Service Station Premises for a gasoline service  
station/convenience store, and (b) a Petroleum Terminal Premises for the storage
and distribution of petroleum products, and any other lawful purpose but only in
conjunction with the foregoing permitted uses.  In using the Premises, Tenant   
shall comply with all restrictions and mandates set forth in                    

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the Permitted Exceptions or a Third Party Lease where applicable.  Tenant shall 
not have any obligation to actually operate the Premises or otherwise conduct   
business of any nature thereon and Tenant may discontinue operation of the      
Premises at any time or from time to time except as may be required under a     
Third Party Lease, Fee Mortgage or instances where a license(s) or permit(s) or 
the continued use may be in jeopardy in which event Tenant shall continue       
operation to the extent necessary to protect the license(s) or permit(s), or as 
required pursuant to a Third Party Lease or a Fee Mortgage.                     

6 Compliance with Law.                                                          

   Tenant shall during the Term, at Tenant's expense: (a) observe and comply
with all Laws affecting the Premises; (b) procure every permit, license,        
certificate or other authorization required in connection with the lawful and   
proper maintenance, operation, use and occupancy of the Premises or required in 
connection with any Construction Work or improvements erected on the Premises   
and (c) comply with all such permits, licenses, certificates and other          
authorizations.  Notwithstanding the foregoing, Tenant shall have the right to  
contest any such Laws in accordance with this Lease.                            

7 Maintenance and Alterations.                                                  

7.1  Obligation to Maintain.  During the Term, Tenant shall, except as
otherwise expressly provided in this Lease, keep and maintain the Premises and  
every portion thereof in good order, condition and repair, subject to Casualty  
and Condemnation (governed by separate applicable provisions of this Lease),    
reasonable wear and tear, and any other conditions that this Lease does not     
require Tenant to repair.  Tenant's obligations to maintain the Premises shall  
extend to all repairs that the Premises (including plumbing, heating, air       
conditioning, ventilating, electrical, lighting, fixtures, walls, roof,         
foundations, ceilings, floors, windows, doors, plate glass, skylights,          
landscaping, driveways, parking lots, fences and signs located in, on or at the 
Premises, together with any sidewalks and parkways adjacent to the Premises) may
require from time to time during the Term, whether structural or nonstructural, 
foreseen or unforeseen, including such repairs as may be required by conditions 
in existence at the Commencement Date and those Tenant is obligated to perform  
under Paragraph 7.6.                                                            

7.2  Tenant's Right to Perform Alterations.  At Tenant's sole cost and
expense and subject to the provisions of any Third Party Lease or Fee Mortgage, 
Tenant shall have the right to perform any Construction Work relating to the    
Premises, without Landlord's consent, as Tenant shall consider necessary or     
appropriate.  Tenant shall perform all Construction Work in a good,             
professional, safe, and workmanlike manner, using licensed and insured          
contractors in  compliance with Law.                                            

7.3  Plans and Specifications.  To the extent that Tenant performs or 
causes to be performed any Construction Work and obtains plans and              
specifications or surveys (including working plans and specifications and       
"as-built" plans and specifications and surveys) for such                       

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Construction Work, Tenant shall promptly upon Landlord's request provide        
Landlord, for Landlord's information only, with a true and complete copy of such
plans and specification(s) or survey(s), subject to the terms of any agreement  
between Tenant and the applicable outside architect, engineer or surveyor.      
(Tenant shall exercise reasonable efforts to cause its agreements with such     
outside professionals to permit the deliveries described in this paragraph.)    

     7.4  Excavations.  If an excavation shall be made (or authorized) upon land
adjacent to the Land, then at Tenant's election Tenant shall either: (a) afford 
to the person causing or authorized to cause such excavation, license to enter  
the Premises, in accordance with Tenant's reasonable instructions, to perform   
such work as such person shall reasonably deem necessary or desirable, and as   
Tenant shall reasonably approve, to preserve and protect the Premises from      
injury or damage and to support the same by proper foundations, or (b) perform  
or cause to be performed, without cost or expense to Landlord in its capacity as
Landlord under this Lease, work of the nature described in clause (a) to the    
extent reasonably necessary under the circumstances.  Tenant shall not, by      
reason of any excavations or work described in this paragraph, have any claim   
against Landlord in its capacity as Landlord under this Lease for damages or for
Indemnity or for suspension, diminution, abatement or reduction of any Rent.    

7.5  Cooperation by Landlord.  Upon Tenant's request, subject to the  
provisions of any Fee Mortgage, Landlord shall, without cost to Landlord,       
promptly join in and execute (or assist Tenant in obtaining the requisite       
consent of a Third Party Lessor) any instruments including, but not limited to, 
applications for building permits, demolition permits, alteration permits,      
consents, zoning, rezoning or use approvals, amendments and variances,          
easements, encumbrances, and/or liens (excluding Mortgages) against the Premises
(Fee Estate and Leasehold Estate), and such other instruments as Tenant may from
time to time request in connection with Construction Work or to enable Tenant   
from time to time to use and operate the Premises in accordance with this Lease,
provided each of the foregoing is in reasonable and customary form and does not 
cause the Fee Estate to be encumbered as security for any obligation and does   
not otherwise expose the Fee Estate to any material risk of forfeiture during   
the Term.  Tenant shall reimburse Landlord's Legal Costs and all other          
out-of-pocket costs incurred in performing under this paragraph.                

  7.6 UST'S.  Landlord shall retain responsibility for the maintenance and
repair of UST's at the Premises set forth in EXHIBIT D hereto, which UST's are  
leased to Tenant hereunder.  Tenant shall be responsible for the repair and     
maintenance and replacement of all other UST's which were transferred to Tenant 
on the date hereof.   At the time the replacement or upgrading of the UST's is  
completed at the Premises set forth in Exhibit D so that the UST's meet the     
requirements of Law effective December 22, 1998, Landlord shall no longer be    
responsible for the maintenance,  repair or replacement of such UST's and,      
except for Landlord's obligation under Paragraph 9.3 to remediate, Tenant shall 
be solely responsible therefor.  In the event that Tenant exercises the Renewal 
Option for the First Renewal Term for certain Premises, under Paragraph 2.1, at 
that time Landlord shall by a quitclaim Bill of Sale (disclaiming all           
warranties, express and implied, including merchantability and fitness) transfer
the UST's under such                                                            

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Premises to Tenant for nominal consideration, except that the foregoing shall   
not apply to any USTs owned by Third Party Lessors.                             

8 Prohibited Liens.                                                             

   8.1  Tenant's Covenant.  Tenant shall not suffer or permit any Prohibited
Lien to be filed.  If a Prohibited Lien is filed then Tenant shall, within 30   
days after receiving Notice from Landlord of such filing (but in any case within
15 days after receipt of Notice from Landlord of commencement of foreclosure    
proceedings), commence and then prosecute appropriate action to cause such      
Prohibited Lien to be paid, discharged or bonded.  Nothing in this Lease shall  
be construed to restrict Tenant's right to contest the validity of any          
Prohibited Lien and to pursue Tenant's position to a final judicial             
determination.  The mere existence of a Prohibited Lien shall not be construed  
as a default under this Lease unless Tenant fails to take action as aforesaid.  

  8.2  Protection of Landlord.  Notice is hereby given that Landlord shall
not be liable for any labor or materials furnished or to be furnished to Tenant 
upon credit, and that no mechanic's or other lien for any such labor or         
materials shall attach to or affect the Fee Estate.  Nothing in this Lease shall
be deemed or construed in any way to constitute Landlord's consent or request,  
express or implied, by inference or otherwise, to any contractor, subcontractor,
laborer, equipment or material supplier for the performance of any labor or the 
furnishing of any materials or equipment for any improvement, alteration or     
repair of, or to, the Premises, or any part of the Premises, nor as giving      
Tenant any right, power or authority to contract for, or permit the rendering   
of, any services, or the furnishing of any materials that would give rise to the
filing of any liens against the Fee Estate.  Tenant shall Indemnify Landlord    
against any Construction Work performed on the Premises for or by Tenant,       
including any Prohibited Lien arising from such Construction Work.              

9       Hazardous Substances; Environmental Indemnification.                    

 9.1  Restrictions.  Tenant shall not cause or permit to occur after the
Commencement Date: (a) any material violation of any Environmental Law; or (b)  
the use, generation, release, manufacture, refining, production, processing,    
storage or disposal of any Hazardous Substance on, under, or about the Premises,
or the transportation to or from the Premises of any Hazardous Substance, except
to the extent that such use (i) is reasonably necessary for the conduct of      
Tenant's business in accordance with acceptable industry standards for the      
petroleum industry in which Tenant operates and (ii) complies in all material   
respects with all applicable Environmental Laws.                                

9.2  Landlord's Representation.  Except for the Premises set forth on 
Exhibit D and Exhibit E, Landlord represents and warrants to Tenant that as of  
the Commencement Date to the knowledge of Landlord the Premises comply in all   
material respects with all Environmental Laws.                                  

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   9.3  Compliance; Clean-Up; Environmental Indemnification.  Landlord shall
retain responsibility for the ongoing remediations at the Premises, set forth on
EXHIBIT E.  Except as provided in the following sentence, Tenant shall, at      
Tenant's expense, comply with all applicable Environmental Laws to the extent   
such compliance is necessitated by events occurring after the Commencement Date.
Landlord shall, at Landlord's expense, comply with all applicable Environmental 
Laws (a) to the extent such compliance is necessitated by events that occurred  
before the Commencement Date, and (b) affecting the Premises (i) set forth on   
Exhibit D until such time as the UST's have either been replaced or upgraded to 
comply with the Law requiring compliance by December 22, 1998 and all           
remediation has been completed until such time as Government closure has been   
received for such Premises whether or not the Hazardous Substances Discharge    
being remediated was discovered during the upgrade or replacement of the USTs,  
and (ii) set forth on Exhibit E until all remediation has been completed to     
Government closure.  Except as expressly set forth hereinabove, any Hazardous   
Substances Discharge discovered after the Commencement Date shall be deemed to  
be an event that occurred after, and not before, the Commencement Date          
notwithstanding the fact that the discharge causing the contamination may have  
occurred in whole or in part before the Commencement Date.  Any party required  
by this paragraph to comply with Environmental Laws (the "Clean-Up Obligor")    
shall, at the Clean-Up Obligor's own expense, make all submissions to, provide  
all information required by, and otherwise fully comply with all requirements of
any Government arising under Environmental Laws with which such Clean-Up Obligor
is required to comply.  If any Government requires any clean-up plan or clean-up
measures on account of Hazardous Substances Discharges for which a Clean-Up     
Obligor is responsible, such Clean-Up Obligor shall, at its own expense, prepare
and submit the required plans and all related bonds and other financial         
assurances and shall promptly and diligently carry out all such clean-up plans. 
Any Clean-Up Obligor shall promptly provide the other party with all information
reasonably requested by such other party regarding the Clean-Up Obligor's use,  
generation, storage, transportation or disposal of Hazardous Substances in, at, 
or about the Premises and the remediation efforts undertaken.                   

9.4  Indemnity.  Tenant shall Indemnify Landlord against any Hazardous
Substances Discharge for which Tenant is responsible under Paragraph 9.3.       
Landlord shall Indemnify Tenant against any Hazardous Substances Discharge for  
which Landlord is responsible under Paragraph 9.3.                              

10 Indemnification; Liability of Landlord.                                      

10.1  Mutual Indemnity Obligations.  Landlord and Tenant shall each   
Indemnify the other against: (a) any wrongful act, wrongful omission or         
negligence of the Indemnitor (and, in the case of (i) Tenant, that of any of    
Tenant's Subtenants, and (ii) Landlord, that of any Third Party Lessor ) or its 
or their partners, directors, officers, or employees; and (b) any breach or     
default by the Indemnitor under this Lease.  In addition to and without limiting
the generality of the foregoing indemnity, Tenant shall Indemnify Landlord and  
Third Party Lessors against all the following matters (except to the extent any 
claim arises from any wrongful act, wrongful                                    

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omission or negligence of Landlord or any Third Party Lessor): (w) the operation
or occupancy of the Premises; (x) any Construction Work performed during the    
Term; (y) the condition of the Premises or any street, curb or sidewalk         
adjoining the Premises, whether or not such condition existed before the        
Commencement Date; or of any vaults, tunnels, passageways or space under,       
adjoining or appurtenant to the Premises whether or not such condition existed  
before the Commencement Date;  and (z) any accident, injury or damage whatsoever
caused to any person occurring during the Term, in or on the Premises or upon or
under the sidewalks adjoining the Premises.  Notwithstanding anything to the    
contrary in this Lease, neither party shall be required to Indemnify the other  
party from or against such other party's intentional acts or negligence.  This  
paragraph is not intended to cover Environmental Laws and Hazardous Substances  
Discharges, which are covered in Paragraph 9.                                   

   10.2  Liability of Landlord.  Tenant is and shall be in exclusive control
and possession of the Premises during the Term as provided in this Lease.       
Landlord shall not be liable for any injury or damage to any property or to any 
person occurring on or about the Premises nor for any injury or damage to any   
property of Tenant, or of any other person, during the Term.  The provisions of 
this Lease permitting Landlord to enter and inspect the Premises are intended to
allow Landlord to be informed as to whether Tenant is complying with the        
agreements, terms, covenants and conditions of this Lease, and to the extent    
permitted by this Lease, to perform such acts required by Landlord under this   
Lease and of Tenant as Tenant shall fail to perform.  Such provisions shall not 
be construed to impose upon Landlord any obligation, liability or duty to third 
parties, but nothing in this Lease shall be construed to exculpate, relieve or  
Indemnify Landlord from or against any obligation, liability or duty of Landlord
to third parties existing at or before the Commencement Date.                   

10.3  Indemnification Procedures.  Wherever this Lease requires an    
Indemnitor to Indemnify an Indemnitee, the following procedures and requirements
shall apply:                                                                    

      10.3.1  Prompt Notice.  The Indemnitee shall give the Indemnitor
prompt Notice of any claim.  To the extent, and only to the extent, that both   
(a) the Indemnitee fails to give prompt Notice and (b) the Indemnitor is        
thereby prejudiced, the Indemnitor shall, except as otherwise required under a  
Third Party Lease, be relieved of its indemnity obligations under this Lease.   

        10.3.2  Selection of Counsel.  The Indemnitor shall be required to
select counsel reasonably acceptable to the Indemnitee.  Counsel to the         
Indemnitor's insurance carrier shall be deemed satisfactory.  Indemnitee may    
have its own counsel, at Indemnitee's expense, consult with Indemnitor's        
counsel.                                                                        

      10.3.3  Settlement.  The Indemnitor may, with the consent of the
Indemnitee, not to be unreasonably withheld, settle the claim, except that no   
consent by the Indemnitee shall be required as to any settlement by which (x)   
the Indemnitor procures (by payment, settlement, or otherwise) a release of the 
Indemnitee pursuant to which the Indemnitee is not required to make             

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any payment whatsoever to the claimant, (y) neither the Indemnitee nor the      
Indemnitor acting on behalf of the Indemnitee makes any admission of liability, 
and (z) the continued effectiveness of this Lease is not jeopardized in any way.

     10.4  Insurance Proceeds.  The Indemnitor's obligations shall be reduced by
net insurance proceeds actually collected by the Indemnitee on account of the   
loss.                                                                           

  10.5 Survival.  All indemnities set forth in the Lease shall survive the
termination or expiration of the Lease.                                         

11 Right of Contest.                                                            

 11.1  Tenant's Right.  Notwithstanding anything to the contrary in this
Lease, Tenant shall have the right to contest, at its sole expense, by          
appropriate legal proceedings diligently conducted in good faith, the amount or 
validity of any Imposition or Prohibited Lien; the valuation, assessment or     
reassessment (whether proposed or final) of the Premises for purposes of real   
estate taxes; the validity of any Law or the application of any Law to the      
Premises; or the validity or merit of any claim against which Tenant is required
to Indemnify Landlord under this Lease (any of the foregoing, a "Contest").     
Tenant may defer payment of the contested Imposition or compliance with the     
contested Law or performance of any other contested obligation pending the      
outcome of the Contest, provided that such deferral does not subject the        
Premises to any risk of imminent forfeiture or Fee Mortgage Foreclosure or      
Landlord to any risk of criminal liability.                                     

11.2  Landlord's Obligations and Protections.  Landlord shall not be  
required to join in any Contest unless a Law shall require that such Contest be 
brought in the name of Landlord or any owner of the Fee Estate.  In such case,  
Landlord shall cooperate with Tenant, as Tenant shall reasonably request, so as 
to permit such Contest to be brought in Landlord's name.  Tenant shall pay all  
reasonable costs and expenses (including Legal Costs) incident to a Contest.    
Tenant shall Indemnify Landlord against any Contest brought by Tenant.          

11.3  Miscellaneous.  Tenant shall be entitled to any refund of any   
Imposition (and penalties and interest paid by Tenant) based upon Tenant's prior
overpayment of such Imposition, whether such refund is made during or after the 
Term.  Upon termination of Tenant's Contest of an Imposition, Tenant shall pay  
the amount of such Imposition (if any) as has been finally determined in such   
Contest to be due, together with any costs, interest, penalties or other        
liabilities in connection with such Imposition.  Upon final determination of    
Tenant's Contest of a Law, Tenant shall comply with such final determination.   
Landlord shall not enter any objection to any Contest. Tenant's right to contest
any Imposition or the valuation, assessment or reassessment of the Premises for 
tax purposes shall not be to the exclusion of Landlord, and Landlord shall have 
the right to contest the foregoing upon notice to Tenant.                       

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12   Insurance.                                                                 

   12.1  Tenant to Insure.  Tenant shall, at Tenant's sole cost and expense,
during the Term, maintain the following insurance (or its then reasonably       
available equivalent) or such greater coverage as may be required by a Third    
Party Lease:                                                                    

    12.1.1  Building.  Building insurance providing coverage for the
Premises and all equipment, fixtures, and machinery at or in the Premises,      
against loss, damage, and destruction by fire and other hazards encompassed     
under broad form coverage as may be customary for like properties in the County 
(but Tenant shall in no event be required to maintain earthquake or war risk    
insurance) from time to time during the Term, in an amount not less than 80% of 
the replacement value of the insurable buildings, structures, improvements and  
equipment (excluding excavations and foundations) located at the Premises, but  
in any event sufficient to avoid co-insurance.  To the extent customary for like
properties at the time, such insurance shall include coverage for explosion of  
steam and pressure boilers and similar apparatus located at the Premises; an    
"increased cost of construction" endorsement; and an endorsement covering       
demolition and cost of debris removal.                                          

         12.1.2  Liability.  General public liability insurance against claims
for personal injury, death or property damage occurring upon, in or about the   
Premises and adjoining streets and passageways.  The coverage under all such    
liability insurance shall be at least $50 million in the aggregate for any Lease
year, $5 million in respect of injury or death to a single person, and at least 
$10 million, in respect of any one accident, and not less than full replacement 
value  for property damage.  Landlord shall be entitled from time to time, upon 
180 days' Notice to Tenant, to increase the dollar limits set forth in this     
paragraph, subject to the following limitations, which shall be cumulative: (a) 
such increased limits shall never exceed the limits initially set forth plus an 
increase proportionate to the increase in the consumer price index from the     
Commencement Date to the adjustment date, rounded to the nearest $1,000,000; (b)
such limits shall never exceed the limits customarily maintained for similar    
commercial properties located in the County; and (c) Landlord shall not be      
entitled to increase such limits more frequently than once every three years.   

   12.1.3  Workers' Compensation.  Workers' compensation insurance
covering all persons employed in connection with any Construction Work or       
operation of the Premises, and with respect to whom any claim could be asserted 
against Landlord or the Fee Estate.                                             

        12.1.4  Other.  All other insurance as Tenant determines appropriate
in the exercise of Tenant's reasonable business judgment.                       

         12.2  Nature of Insurance Program.   Tenant may provide any insurance
required by this Lease pursuant to a "blanket" or "umbrella" insurance policy,  
provided that (i) such policy or a certificate of such policy shall specify the 
amount(s) of the total insurance allocated to the                               

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Premises, which amount(s) shall not be subject to reduction on account of claims
made with respect to other properties and (ii) such policy otherwise complies   
with this Lease.                                                                

12.3  Policy Requirements and Endorsements.   All insurance policies  
required by this Lease shall contain (by endorsement or otherwise) the following
provisions:                                                                     

         12.3.1  Additional Insureds.  Liability insurance policies shall name
as additional insureds Landlord,  its subsidiaries, Third Party Lessors and Fee 
Mortgagees.                                                                     

       12.3.2  Primary Coverage.  All policies shall be written as primary
policies not contributing with or in excess of any coverage that Landlord may   
carry.                                                                          

      12.3.3. Tenant's Acts or Omissions.  Each policy shall include, if
available without additional cost, a provision that any act or omission of      
Tenant shall not prejudice any party's rights (other than Tenant's) under such  
insurance coverage.                                                             

         12.3.4  Contractual Liability.  Policies of liability insurance shall
contain contractual liability coverage, relating to Tenant's indemnity          
obligations under this Lease, to the extent ordinarily insured.                 

         12.3.5  Insurance Carrier Standards.  Each insurance carrier shall be
authorized to do business in the State and shall have a "Best's" rating of at   
least B+-VI.                                                                    

         12.3.6  Notice to Landlord.  The insurance carrier shall undertake to
give Landlord 60 days' prior Notice of cancellation or amendment.  Failure to   
give such Notice shall not adversely affect the rights or increase the          
obligations of the insurance carrier.                                           

          12.4  Deliveries to Landlord.  Upon Notice to such effect by Landlord,
Tenant shall deliver to Landlord and Third Party Lessors certificates and or    
certified copies of the insurance policies required by this Lease, endorsed     
"Paid" or accompanied by other evidence that the premiums for such policies have
been paid, at least thirty days before expiration of any then current policy.   

     12.5  Tenant's Inability to Obtain Insurance.  So long as (a) any
insurance required by this Lease should, after diligent effort by Tenant, be    
unobtainable at commercially reasonable rates through no act or omission by     
Tenant and (b) Tenant shall obtain the maximum insurance reasonably obtainable  
and give Notice to Landlord of the extent of Tenant's inability to obtain any   
insurance required to be maintained under this Lease,  then unless Tenant's     
inability to procure and maintain such insurance results from some activity or  
conduct not within Tenant's reasonable control, Tenant's obligation to procure  
and maintain such insurance as is unobtainable shall be excused, but only so    
long as conditions (a) and (b) are satisfied.  Notwithstanding the foregoing, if
Tenant, after diligent effort, is unable to obtain any insurance required by    
this                                                                            

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Lease, Landlord shall have the right to obtain such insurance and shall charge  
the cost of such insurance to Tenant as Additional Rent.                        

12.6  Waiver of Certain Claims.  To the extent that Landlord or Tenant
purchases any hazard insurance relating to the Premises, the party purchasing   
such insurance shall attempt to cause the insurance carrier to agree to a Waiver
of Subrogation.  If any insurance policy cannot be obtained with a Waiver of    
Subrogation, or a Waiver of Subrogation is obtainable only by the payment of an 
additional premium, then the party undertaking to obtain the insurance shall    
give Notice of such fact to the other party.  The other party shall then have 10
Business Days after receipt of such Notice either to place the insurance with a 
company that is reasonably satisfactory to the other party and that will issue  
the insurance with a Waiver of Subrogation at no additional cost, or to agree to
pay the additional premium if such a policy can be obtained only at additional  
cost.  To the extent that the parties actually obtain insurance with a Waiver of
Subrogation, the parties release each other, and their respective authorized    
representatives, from any claims for damage to any person or the Premises that  
are caused by or result from risks insured against under such insurance         
policies, but only to the extent of the available insurance proceeds.           

12.7  No Representation of Adequate Coverage.  Neither party makes any
representation, or shall be deemed to have made any representation, that the    
limits, scope, or form of insurance coverage specified in this Article are      
adequate or sufficient.                                                         

13   Damage or Destruction.                                                     

13.1  Notice; No Rent Abatement.  Tenant shall promptly give Landlord 
Notice of any Casualty.  There shall be no abatement or reduction of Fixed Rent 
or Additional Rent on account of a Casualty.  Tenant shall with reasonable      
promptness restore the damaged improvements as nearly as may be practicable to  
their condition, quality, and class immediately prior to such Casualty, with    
such changes or alterations (including demolition) as Tenant shall elect to     
make in conformity with this Lease, all at Tenant's sole cost and expense.      

 13.2  Adjustment of Claims; Use of Insurance Proceeds.  Tenant shall be
solely responsible for the adjustment of any insurance claim.  All proceeds of  
building or hazard insurance shall be paid to Tenant to be held and applied in  
compliance with this Lease.                                                     

14   Condemnation.                                                              

14.1  Substantial Condemnation.  If a Substantial Condemnation of any 
Premises shall occur, then this Lease shall terminate as to such Premises as of 
the effective date of such Substantial Condemnation, such Premises shall be     
deemed to be deleted from Exhibit A or Exhibit B, and the Rent shall be reduced 
accordingly.  The proceeds of the Substantial Condemnation shall belong         
entirely to Landlord or Third Party Lessor, other than such award(s) as Tenant  
may be entitled to receive for moving expenses, trade fixtures and the like,    
provided                                                                        

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that such awards to Tenant do not reduce Landlord's share of the award or       
conflict with a Third Party Lease.                                              

    14.2  Insubstantial Condemnation.  If an Insubstantial Condemnation at any
Premises  shall occur,  then subject to the terms of any Fee Mortgage to the    
contrary, any award or awards shall be paid to Tenant to be applied first to    
repair, restoration or reconstruction of any remaining part of the improvements 
not so taken.  If the award(s) for any such Insubstantial Condemnation is not   
sufficient to pay for said repair, restoration or reconstruction, Tenant shall  
be responsible for completing same at Tenant's sole cost and expense.  Tenant   
shall perform such repair, restoration or reconstruction in accordance with     
applicable requirements of this Lease.  The balance of any such award or awards 
remaining after the repair, restoration or reconstruction shall be distributed  
to Landlord.  From and after the effective date of the Insubstantial            
Condemnation, Fixed Rent shall be adjusted as follows.  New Fixed Rent shall    
equal Fixed Rent, as it would have been determined without regard to the        
Insubstantial Condemnation, multiplied by a fraction whose numerator is the     
total value of the Premises after the Insubstantial Condemnation and whose      
denominator is the total value of the Premises immediately before the effective 
date of such Insubstantial Condemnation and without considering such            
Insubstantial Condemnation or the expectation thereof.                          

     14.3  Temporary Condemnation.  If a Temporary Condemnation shall occur with
respect to any Premises, Rent shall not abate and, subject to the terms of any  
Fee Mortgage or Third Party Lease to the contrary, Tenant will be entitled to   
receive any award or payment.                                                   

14.4  Other Governmental Action.  In the event of any action by any   
Government not resulting in a Condemnation but creating a right to compensation,
such as the changing of the grade of any street upon which the Premises abut,   
then this Lease shall continue in full force and effect without reduction or    
abatement of Rent and subject to the terms of any Fee Mortgage or Third Party   
Lease to the contrary, Tenant shall be entitled to receive the award or payment 
made in connection with such action.                                            

    14.5  Prompt Notice.  If either party becomes aware of any Condemnation or
threatened or contemplated Condemnation, then such party shall promptly give    
Notice thereof to the other party.                                              

15 Transfers by Landlord.                                                       

     15.1  Landlord's Right to Convey.  Landlord shall be entitled to convey the
Fee Estate of any Premises from time to time subject to the terms and conditions
of this Lease.  Without limiting Tenant's remedies on account of any such       
transaction, if Landlord conveys the Fee Estate in violation of this paragraph, 
then: (x) such transaction shall be null, void, and of no force or effect; (y)  
notwithstanding the foregoing, Tenant shall be entitled to equitable relief     
requiring the cancellation and rescission of such transaction; and (z) Tenant   
shall be entitled to have such                                                  

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violating Premises deleted from this Lease. Any conveyance of the Fee Estate    
shall not terminate or impair any of the grantor's obligations as Landlord under
this Lease.                                                                     

     15.2  Landlord's Mortgages.  This Lease shall be subject and subordinate to
all existing Fee Mortgages. This Lease and the Leasehold Estate hereunder shall 
be subject and subordinate to all subsequent Fee Mortgages and the rights of    
holders of such Fee Mortgages where a non-disturbance agreement is obtained     
whereunder Tenant's rights under this Lease will not be disturbed upon any      
foreclosure or other exercise of remedies under a Fee Mortgage, and provides    
such other similar assurances as Tenant shall reasonably request.  This Lease   
and Leasehold Estate hereunder shall be prior and superior to all subsequent Fee
Mortgages where a non-disturbance agreement has not been obtained, except as    
otherwise set forth in a Third Party Lease.                                     

  15.3  Zoning Lots.  Without Tenant's prior written consent, which Tenant
shall not unreasonably withhold, Landlord shall not enter into any agreement or 
instrument by which the Premises are combined with any other real property for  
purposes of any Law governing zoning, bulk, development rights, or any similar  
matter, or by which any rights arising under such Laws to develop the Premises  
are transferred to any other real property.                                     

16 Transfers by Tenant and Dealer Leases.                                       

   16.1  Tenant's Limited Right.  Tenant may not assign, mortgage, pledge or
transfer all of this Lease (collectively, a "Transfer") without Landlord's      
consent, which consent shall not be unreasonably withheld provided that the     
assignee is no less credit worthy than Tenant.  Tenant may not assign any       
part(s) of this Lease and it is deemed reasonable for Landlord to refuse to     
grant its consent therefor.  Any permitted assignee of Tenant shall assume all  
obligations and liabilities of Tenant under this Lease and if not so assumed,   
Tenant shall continue to remain liable and responsible under this Lease.  In no 
event shall Tenant be relieved from its liabilities and obligations incurred or 
accruing prior to the assignment.  Tenant shall promptly notify Landlord of the 
completion of any approved Transfer.                                            

    16.2  Dealer Leases.  Landlord hereby assigns to Tenant, and Tenant hereby
assumes Landlord's interest in any leases of the Premises to all Dealers.  From 
the Commencement Date to the end of the Term, Tenant shall be entitled to all   
rentals paid by Dealers and during such period Tenant shall perform all of the  
obligations under each such Dealer lease attributable to lessor therein. Except 
for those Dealer leases set forth in EXHIBIT F, to Landlord's knowledge,        
Landlord represents that all such Dealer leases are currently in full force and 
effect and that there are no defaults by any party under the terms of such      
leases.                                                                         

  16.3  Tenant's Right to Sublet.  Subject to the terms of any Third Party
Lease, Tenant may enter into a Sublease for the permitted uses set forth in     
Paragraph 5, extend, renew or modify any Sublease, consent to any subleasing (or
further levels of subleasing) (all of which shall be within the defined term    
"Sublease," and the occupants thereunder shall all be deemed "Subtenants"),     

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terminate any Sublease or evict any Subtenant, all without Landlord's consent.  
The term of any Sublease (including renewal options thereof,) shall not extend  
beyond the Term (including only any Renewal Options previously exercised by     
Tenant).  If Tenant enters into any Sublease, then such Sublease shall be       
subordinate to this Lease.  If Tenant desires to enter into a Sublease for a use
other than the permitted uses set forth in Paragraph 5, any such Sublease shall 
require Landlord's consent, which, except as provided in the following sentence 
or under any Third Party Lease, shall not be unreasonably withheld.   Landlord  
may withhold consent to a Sublease if it, in its sole judgment, it determines   
that (i) valuable licenses and permits will be lost as a result of the proposed 
Sublease or (ii) Tenant's intended new use for the Premises will make the       
premises materially less valuable.  In the event that Landlord grants its       
consent to a Sublease for lawful purposes other than the permitted uses set     
forth in Paragraph 5, before commencing such new Sublease Tenant shall at its   
expense remove all UST's and contaminated soil, if any, before the commencement 
of the Sublease term.  Thereafter, Tenant shall at its expense complete all     
environmental investigations and/or remediations as may be required by          
governmental authorities.  Tenant hereby assigns, transfers and sets over to    
Landlord all of Tenant's right, title, and interest in and to each Sublease     
entered into by Tenant from time to time, together with all subrents or other   
sums of money due and payable under such Sublease and all security deposited    
with Tenant under such Sublease.  Such assignment shall, however, become        
effective and operative only if this Lease shall expire or be terminated or     
canceled, or if Landlord re-enters or takes possession of the Premises pursuant 
to this Lease, following (in either case) the expiration of all applicable cure 
periods.  Notwithstanding the foregoing, Tenant agrees, that upon the request of
Landlord, all subtenancies, as specified by Landlord, for the sale of petroleum 
products will be terminated before the expiration, termination or cancellation  
of this Lease.                                                                  

   16.4  Leasehold Mortgages.  Notwithstanding anything in this Lease to the
contrary, Tenant shall not have the  right, without Landlord's consent, to      
execute and deliver Leasehold Mortgage(s) encumbering this Lease and the        
Leasehold Estate.                                                               

    16.5  No Release.  No Transfer or  Sublease  shall affect or reduce any of
Tenant's obligations or Landlord's rights under this Lease.  All obligations of 
Tenant under this Lease shall continue in full force and effect notwithstanding 
any Sublease or Transfer.                                                       

17   Quiet Enjoyment.                                                           

    Landlord covenants that, so long as Landlord has not terminated this Lease
on account of an Event of Default by Tenant, Tenant shall and may peaceably and 
quietly have, hold and enjoy the Premises for the Term without molestation or   
disturbance by or from Landlord or anyone claiming by or through Landlord or    
having title to the Premises paramount to Landlord, and free of any encumbrance 
created or suffered by Landlord, except Permitted Exceptions, provided, however,
that the foregoing shall not apply if Landlord loses possession under a Third   
Party Lease for any reason other than Landlord's default thereunder.            

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18   Default by Tenant; Remedies.                                               

    18.1  Definition of "Event of Default."  The term "Event of Default" shall
mean and refer to the occurrence of any one or more of the following            
circumstances:                                                                  

          18.1.1  Monetary Default.    If a Monetary Default shall occur and the
Monetary Default shall continue for 10 days after Landlord has given Tenant     
Notice of such Monetary Default, specifying in reasonable detail the amount of  
money required to be paid by Tenant and the nature of such payment.   Monetary  
Defaults shall include, without limitation,  failure by Tenant to pay any item  
of  Rent, Additional Rent or any other charge or sum required to be paid by     
Tenant hereunder.                                                               

         18.1.2  Non-Monetary Default.  Except for those Non-Monetary Defaults
set forth below which cannot be cured within 30 days, if  a Non-Monetary Default
shall occur and the Non-Monetary Default shall continue and not be remedied by  
Tenant within 30 days after Landlord shall have delivered to Tenant a Notice    
describing the same in reasonable detail, or, in the case of a Non-Monetary     
Default that cannot with due diligence be cured within 30 days from such Notice,
if Tenant shall not (x) within 30 days from Landlord's Notice advise Landlord of
Tenant's intention to take all reasonable steps necessary to remedy such        
Non-Monetary Default, (y) duly commence the cure of such Non-Monetary Default   
within such period, and then diligently prosecute to completion the remedy of   
the Non-Monetary Default and (z) complete such remedy within a reasonable time  
under the circumstances.                                                        

     Non-Monetary  Defaults shall include, without limitation, (a) if Tenant
shall make an assignment for the benefit of its creditors; (b) if any petition  
shall be filed against Tenant in any court, whether or not pursuant to any      
statute of the United States or of any State, in any bankruptcy, reorganization,
composition, extension, arrangement or insolvency proceedings, and Tenant shall 
thereafter be adjudicated bankrupt, or if such proceedings shall not be         
dismissed within ninety (90) days after the institution of the same; or if any  
such petition shall be so filed by Tenant or a liquidator;  (c) if, in any      
proceeding, a receiver, receiver and manager, trustee or liquidator be appointed
for all or any portion of Tenant's property, and such receiver, receiver and    
manager, trustee or liquidator shall not be discharged within ninety (90) days  
after the appointment of such receiver, receiver and manager, trustee or        
liquidator;  (d)Tenant shall fail to perform any covenant required by  the      
Distribution Agreement which failure shall continue beyond such cure periods, if
any, as are provided for in such Distribution Agreement; or (e) a default under 
any Third Party Lease or under the provisions of a Fee Mortgage which affect    
Tenant's use of the Premises.                                                   

 18.2  Remedies.  If an Event of Default occurs, then Landlord shall, at
Landlord's option, have any or all of the following remedies, all of which shall
be cumulative (so that Landlord's exercise of one remedy shall not preclude     
Landlord's exercise of another remedy), in addition to such other remedies as   
may be available at law or in equity or pursuant to any other terms of this     
Lease.  Landlord's remedies shall include, without limitation:                  

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   18.2.1  Termination of Tenant's Rights.  Landlord may terminate
Tenant's right to possession of the Premises by any lawful means, in which case 
this Lease and the Term shall terminate (and such date of termination shall be  
the Termination Date) and Tenant shall immediately surrender possession of all  
of the Premises to Landlord.                                                    

18.2.2  Taking of Possession. Landlord may re-enter and take
possession of any or all of the Premises with or without process of law and     
remove Tenant, with or without having terminated this Lease.  This is intended  
to constitute an express right of re-entry on Landlord's part.                  

      18.2.3  Security Devices.  Landlord may change the locks and other
security devices providing admittance to the Premises.                          

     18.2.4  Conditional Limitation.  Landlord may serve upon Tenant a
10-day notice of cancellation and termination of this Lease.  Upon the          
expiration of such 10-day period, this Lease and the Term shall automatically   
and without any action by anyone terminate, expire and come to an end, by the   
mere lapse of time, as fully and completely as if the expiration of such 10-day 
period were the Termination Date.  The passage of such 10-day period constitutes
the limit beyond which Tenant's tenancy no longer exists.  Tenant shall then    
quit and surrender the Premises to Landlord but Tenant shall remain liable as   
provided for in this Lease.  It is a conditional limitation of this Lease that  
the Term shall terminate and expire as set forth in this paragraph.  This       
paragraph is intended to establish a conditional limitation and not a condition 
subsequent.                                                                     

        18.2.5  Injunction of Tenant's Breaches.  Landlord shall be entitled
to obtain a court order enjoining Tenant from continuing conduct constituting a 
breach of Tenant's covenants in this Lease.  Tenant specifically acknowledges   
that damages would not constitute an adequate remedy for Tenant's breach of any 
non-monetary covenant contained in this Lease.                                  

  18.2.6  Damages.  Landlord may recover from Tenant all damages
incurred by Landlord by reason of Tenant's default, including the costs of      
recovering possession, reletting the Premises, and any and all other damages    
legally recoverable by Landlord.  Such damages shall include, at Landlord's     
election, either (a) the Rent provided for in this Lease, when and as due and   
payable pursuant to this Lease, less (in the case of this clause "b" only)      
Landlord's actual proceeds of reletting net of Landlord's actual reasonable     
costs of reletting, or (b) the entire amount of Rent due for the entire Term (or
Renewal Term if applicable) shall accelerate and immediately become due and     
payable. Landlord may recover such damages at any time after Tenant's default,  
including after expiration of the Term.                                         

       18.2.7  Continue Lease.  Landlord may at Landlord's option maintain
Tenant's right to possession, in which case this Lease shall continue in effect 
and Landlord shall be entitled to continue to enforce this Lease, including the 
right to collect Rent and the right to any remedies for nonpayment.             

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18.3  Mitigation of Damages.  Landlord agrees to take all commercially
reasonable steps necessary or appropriate to mitigate any damages that Landlord 
may suffer on account of an Event of Default under this Lease.  Without limiting
the preceding sentence, Landlord shall diligently endeavor to relet the Premises
under any circumstances where such reletting would mitigate Landlord's damages. 

  18.4 Tenant's Late Payments.  If Tenant makes any payment required under
this Lease after such payment is first due and payable, then in addition to any 
other remedies Landlord may have under this Lease, and without reducing or      
adversely affecting any of Landlord's other rights and remedies, Tenant shall   
pay Landlord within 10 days after demand interest on such late payment, at an   
interest rate equal to the Prime Rate plus 3%, beginning on the date such       
payment was first due and payable and continuing until the date when Tenant     
actually makes such payment.                                                    

   18.5  Landlord's Right to Cure.  If Tenant shall at any time fail to make
any payment or perform any other act on its part to be made or performed        
pursuant to this Lease, then Landlord, after ten (10) Business Days' Notice to  
Tenant, or with such notice (if any) as is reasonably practicable under the     
circumstances in case of an emergency, and without waiving or releasing Tenant  
from any obligation of Tenant or from any default by Tenant and without waiving 
Landlord's right to take such action as may be permissible under this Lease as a
result of such Default, may (but shall be under no obligation to) make such     
payment or perform such act on Tenant's part to be made or performed pursuant to
this Lease.  Landlord may enter upon the Premises for such purpose, and take all
such action on the Premises, as may be reasonably necessary under the           
circumstances, but in doing so shall not unreasonably interfere with the conduct
of operations on the Premises by Tenant or anyone claiming through Tenant and   
shall comply with Tenant's reasonable instructions.  Tenant shall reimburse     
Landlord, as Additional Rent (within 10 days after Notice from Landlord         
accompanied by reasonable backup documentation), for all reasonable sums paid by
Landlord and all costs and expenses reasonably incurred by Landlord, together   
with Landlord's Legal Costs, in connection with the exercise of Landlord's cure 
rights under this paragraph.                                                    

    18.6 Holding Over.  The parties recognize and agree that if for any reason
or no reason Tenant remains in the Premises after the Termination Date, then    
Landlord will suffer injury that is substantial, difficult or impossible to     
measure accurately.  Therefore, if both (a) Tenant remains in the Premises after
the Termination Date (for any month or partial month), for any reason or no     
reason, and (b) either (i) Landlord at any time gives Tenant Notice that        
Landlord elects to require Tenant to pay the liquidated damages described in    
this paragraph or (ii) as of the date 31 days after the Termination Date,       
Landlord has not commenced holdover proceedings against Tenant or otherwise     
proceeded to remove Tenant from the Premises, then in addition to any other     
rights or remedies available to Landlord, Tenant shall pay to Landlord, as      
liquidated damages and not as a penalty, for each month (or portion of a month) 
during which Tenant holds over in the Premises after the Termination Date, a sum
equal to: 120% (for the first month or partial month of holding over), 140% (for
the second month or partial month of holding over),                             

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and 150% (for each subsequent month or partial month of holding over) times the 
Rent, including Additional Rent, payable under this Lease for the month in which
the Termination Date occurs.                                                    

18.7   Legal Costs.  Provided in each and every case that Landlord    
prevails, Tenant shall pay Landlord, as Additional Rent, all Legal Costs and any
other out-of-pocket costs incurred by Landlord on account of any litigation or  
dispute between Landlord and Tenant, or claim made by Landlord against Tenant,  
arising from this Lease, a Third Party Lease or the landlord-tenant relationship
under this Lease, or on account of Landlord's enforcement of this Lease upon    
Tenant's default.  In addition, subject to the same proviso, Tenant shall       
reimburse Landlord for all Legal Costs and any other out-of-pocket costs        
incurred by Landlord in any litigation to enforce or interpret this Lease or    
seek declaratory or injunctive relief against Tenant in connection with this    
Lease; to exercise Landlord's remedies against Tenant upon an Event of Default  
under this Lease or pursuant to Law; to regain or attempt to regain possession  
of the Premises or otherwise terminate this Lease; and in any proceeding under  
the federal bankruptcy code, or under any similar statute affecting Tenant.     

    18.8   Waivers.  Landlord and Tenant irrevocably waive all rights to trial
by jury in any action, proceeding, counterclaim or other litigation arising out 
of or relating to this Lease, the relationship of Landlord and Tenant under this
Lease, the enforcement of this Lease, Tenant's use or occupancy of the Premises,
any claim of injury or damage arising between Landlord and Tenant, or any       
actions of Landlord in connection with or relating to the enforcement of this   
Lease.  Tenant waives any right of redemption provided for by Law.              

    18.9   Accord and Satisfaction; Partial Payments.  No payment by Tenant or
receipt by Landlord of a lesser amount than the amount required to be paid by   
Tenant under this Lease shall be deemed to be other than a payment on account by
Tenant, nor shall any endorsement or statement on any check or any letter       
accompanying any check or payment of Rent be deemed an accord or satisfaction.  
Landlord may accept any such check or payment without prejudice to Landlord's   
right to recover the balance of such Rent or pursue any other remedy for        
nonpayment, including termination of this Lease and commencement of a summary   
dispossess proceeding.  Notwithstanding any endorsement on any check or any     
statement to the contrary in any letter accompanying any check or payment,      
Landlord shall apply any partial payments of back Rent made by Tenant to the    
oldest outstanding Rent under this Lease, except to the extent Landlord elects  
otherwise in its sole and absolute discretion.                                  

18.10  Cross-Default.  Any default by Tenant under the Distribution   
Agreement which remains uncured during the applicable grace period, shall be an 
Event of Default under this Lease.  In addition, any default under a Third Party
Lease which remains uncured during the applicable grace period shall be an Event
of Default under this Lease and any default under this Lease pertaining to a    
single or to multiple Premises shall be an Event of Default pertaining to all   
Premises.                                                                       

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19   Termination.                                                               

Upon the Termination Date for any or all Premises, all improvements   
(including UST's) constituting part of the Premises shall become Landlord's     
property (subject to Permitted Exceptions), and Tenant shall deliver to         
Landlord possession of the Premises, in good condition and state of repair free 
of violations of Law and Environmental Laws, free of Hazardous Substances and   
free of all Subleases and tenancies except as otherwise set forth in Paragraph  
16.3.  In addition, upon such termination Tenant shall assign to Landlord,      
without recourse, all assignable licenses and permits affecting the Premises    
and all assignable contracts, warranties and guarantees then in effect relating 
to the Premises, together with all unpaid insurance awards and rights against   
insurance carriers as to then-existing insurance claims relating to the         
Premises.  In addition, Tenant shall deliver to Landlord any unapplied building 
insurance proceeds in Tenant's possession.  Tenant's personal property and      
equipment not removed from the Premises within 30 days after the Termination    
Date shall be deemed abandoned.  Tenant shall continue to completion after the  
Termination Date any environmental remediations as required by Environmental    
Law and shall continue to pay Rent (including Additional Rent) for any Premises 
which are rendered substantially unusable because of the remediation            
activities.                                                                     

20   Notices.                                                                   

All Notices shall be in writing and shall be addressed to Landlord and
Tenant as set forth below.  Notices shall be (i) delivered personally to the    
addresses set forth below, (ii) by Federal Express or other courier service to  
the addresses set forth below, in which case they shall be deemed delivered on  
the date of delivery (or when delivery has been attempted twice, as evidenced   
by the written report of the courier service) to the address(es) set forth      
below; or (iii) sent by certified mail, return receipt requested, in which case 
they shall be deemed delivered three Business Days after deposit in the United  
States mail, provided that no postal strike is then in effect.  Either party    
may change its address by giving                                                

Notice in compliance with this Lease.  Notice of such a change shall be         
effective only upon receipt.  The addresses of the parties are:                 

Landlord: 125 Jericho Turnpike, Jericho, New York 11753               
Attention: Real Estate Manager                                        

Tenant: 125 Jericho Turnpike, Jericho, New York 11753                 
Attention: President                                                  

21   No Broker.                                                                 

    Landlord and Tenant each represents and warrants to each other that it did
not engage any broker or finder in connection with this Lease and that no       
person is entitled to any commission or finder's fee on account of any          
agreements or arrangements made by such party with any broker or                

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finder.  Each party shall Indemnify the other party against any breach of the   
foregoing representation by the Indemnitor.                                     

22   Economic Abandonment.                                                      

  If during the Term Tenant determines that a Service Station Premises has
become uneconomic or unsuitable for its own use and occupancy and Tenant has    
discontinued use of the Service Station Premises or intends to discontinue use  
of the Service Station Premises for a period of not less than one year from the 
date of said determination, Tenant shall have the right to cease selling motor  
fuels and sublease such Service Station Premises for any lawful use by giving   
notice to Landlord of Tenant's intention so to sublease.  Said notice shall be  
delivered to Landlord at least sixty (60) days prior to the effective date of   
such termination specified in said notice and shall be accompanied by a         
certificate of an officer of Tenant to the effect that Tenant has determined    
that the Service Station Premises has become uneconomic or unsuitable for its   
then use and occupancy as a service station/convenience store and the Tenant    
has discontinued or intends to discontinue use of the Service Station Premises  
for a period of not less than one (1) year from the date of said determination. 
Any such Sublease shall be subject to Paragraph 16.3 except that Landlord's     
consent shall not be required.  Prior to the commencement of such sublease term 
Tenant shall remove the UST's and any contaminated soil, and thereafter Tenant  
shall perform all requisite environmental investigations and/or remediations.   
Tenant shall be limited to ten (10) economic abandonments (non-cumulative)      
during any lease year during the Term.  For Petroleum Terminal Premises and     
the Premises subject to Third Party Leases, Tenant shall have no right of       
economic abandonment under this Paragraph or otherwise.                         

23   Third Party Leases.                                                        

  23.1 Subordination: Conflict.  The rights of Tenant hereunder are at all
times subject to the terms and provisions of the Third Party Leases and Tenant  
agrees to perform all of Landlord's obligations, as lessee, to be performed by  
it under the Third Party Leases' initial terms and all renewal terms except     
that Landlord shall remit the rent due to the Third Party Lessors.  In the      
event that there is any conflict between the terms and conditions of this Lease 
and the terms and conditions of any Third Party Lease, the terms and conditions 
of the Third Party Lease shall control.  In the event that the Third Party      
Lease is terminated for any reason, Tenant acknowledges and agrees that the     
term of this Lease as applicable to the Third Party Lease Premises shall end 30 
days prior to the termination of the Third Party Lease.  Landlord disclaims any 
warranties, express or implied, that it has the right pursuant to the Third     
Party Lease to enter into this Lease.                                           

23.2 Renewal Options.  Landlord has the right to exercise all renewal 
options under all Third Party Leases and Tenant has the right, but not the      
obligation, to sublease any such Premises during any such Third Party Leases    
renewal options.  Tenant is not obligated to sublease any such Premises after   
the first to occur of (i) the end of the term of the Third Party Lease in       
effect on the date hereof, or (ii) January 31, 2012.  In the event that Tenant  
elects to                                                                       

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continue to sublease such Premises beyond the end of the term of a Third Party  
Lease, Tenant shall give Landlord notice of such election not less than 60 days 
prior to the date that notice is due to Third Party Lessor and Landlord agrees  
to give such notice to the Third Party Lessor pursuant to the terms of the Third
Party Lease.                                                                    

 23.3 Renewals.  Landlord covenants and agrees that from time to time it
will use all commercially reasonable efforts to renew all Third Party Leases    
which expire on or prior to the end of the Initial Term or applicable Renewal   
Term (where such Third Party Leases do not contain Renewal Options) on terms and
conditions acceptable to both Landlord and Tenant.   Tenant shall advise        
Landlord not less than one (1) year prior to the expiration of a Third Party    
Lease if Tenant does not desire to continue its tenancy at such Premises, in    
which event Landlord will not renew the Third Party Lease for that Premises for 
Tenant's use but may renew for Landlord's other purposes, including subleasing  
to a third party.  In the event that Tenant does not give Landlord the notice as
aforesaid.  Tenant shall be deemed to have agreed to renew the Lease as to such 
Premises on the terms and conditions negotiated by Landlord with the Third Party
Lessor.  In the event that Tenant does give Landlord the notice as aforesaid,   
the Lease as to such Premises shall expire and terminate at the end of the then 
current term of the applicable Third Party Lease.                               

24 Waivers.                                                                     

  24.1   No Waiver by Silence.  Failure of either party to complain of any
act or omission on the part of the other party shall not be deemed a waiver by  
the noncomplaining party of any of its rights under this Lease.  No waiver by   
either party at any time, express or implied, of any breach of any provisions of
this Lease shall be a waiver of a breach of any other provision of this Lease or
a consent to any subsequent breach of the same or any other provision. No       
acceptance by Landlord of any partial payment shall constitute an accord or     
satisfaction but shall only be deemed a part payment on account.                

24.2   No Landlord's Lien.  Landlord confirms and acknowledges that   
Landlord has no lien or security interest in any personal property of Tenant    
located in, on or at the Premises, and that such personal property shall not    
constitute security for payment of any Rent.  If, at any time after the         
Commencement Date, any statute or principle of law would grant Landlord any such
lien or security interest, then Landlord hereby waives the benefit of any such  
statute and such lien.  Landlord further agrees to execute such documentation,  
in recordable form, as Tenant shall reasonably require to confirm the foregoing 
waiver.                                                                         

25   Further Assurances; Additional Deliveries.                                 

   25.1  Estoppel Certificates.  At any time and from time to time, upon not
less than 10 Business Days' prior written request by either party to this Lease 
(the "Requesting Party"), the other party to this Lease (the "Certifying        
Party") shall execute, acknowledge and deliver to the Requesting Party (or      
directly to a third party whose name and address are provided by the            

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requesting party) up to four original counterparts of an Estoppel Certificate.  
Any Estoppel Certificate may be relied upon by any third party to whom an       
Estoppel Certificate is required to be directed.                                

     25.2   Equipment Liens.  If at any time or from time to time Tenant desires
to enter into or grant any Equipment Liens, then upon Tenant's request Landlord 
shall enter into such customary documentation (with a detailed description) with
respect to the property leased or otherwise financed or encumbered pursuant to  
such Equipment Liens as Tenant shall request, providing for matters such as the 
following: (a) Landlord's waiver of the right to take possession of such        
property upon occurrence of an Event of Default; and (b) customary agreements by
Landlord to enable the secured party to repossess such property without damage  
to the Premises in the event of a default by Tenant permitting such secured     
party to exercise remedies under its Equipment Lien. Any such Equipment Lien    
shall be subordinate to this Lease.  Notwithstanding the foregoing, Landlord    
shall have no obligation to approve Equipment Liens for subtenants and Tenant   
shall prevent its subtenants from creating any Equipment Liens.                 

   25.3   Further Assurances.  Each party agrees to execute and deliver such
further documents, and perform such further acts, as may be reasonably necessary
to achieve the intent of the parties with respect to Tenant's leasing of the    
Premises from Landlord, as set forth in this Lease.                             

26   Miscellaneous.                                                             

  26.1   Force Majeure.  Each party's obligation to perform or observe any
term, condition, covenant or agreement on such party's part to be performed or  
observed pursuant to this Lease (other than any obligation to pay money when    
due) shall be suspended during such time as such performance or observance is   
prevented or delayed by reason of any Unavoidable Delay.                        

26.2  Performance Under Protest.  If a dispute arises regarding       
performance of any obligation under this Lease, the party against which such    
obligation is asserted shall have the right to perform it under protest, which  
shall not be regarded as voluntary performance.  A party that shall have        
performed under protest shall have the right to institute appropriate           
proceedings to recover any amount paid or the reasonable cost of otherwise      
complying with any such obligation, together with interest at the Prime Rate on 
funds expended.                                                                 

26.3  Legal Costs, Generally.  If  either  party prevails in any      
litigation or other dispute relating to the enforcement or interpretation of    
this Lease, then the losing party shall promptly after Notice (accompanied by   
reasonable backup documentation), reimburse the prevailing party's  Legal Costs 
incurred in such litigation or other dispute.                                   

26.4  Access.  Landlord and its agents, representatives and designees 
shall have the right to enter the Premises upon reasonable notice to Tenant     
during regular business hours, and in accordance with Tenant's reasonable       
instructions,  for the purpose of complying with Landlord's                     

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specific obligations pursuant to this Lease and for the purpose of curing       
Tenant's defaults of which Landlord shall have given Tenant prior Notice or to  
exhibit the Premises in connection with the mortgaging or sale of the Fee Estate
in compliance with this Lease.  In entering the Premises pursuant to this       
paragraph, Landlord and its designees shall use reasonable efforts not to       
interfere with the conduct of operations on the Premises by Tenant or anyone    
claiming through Tenant, and shall comply with Tenant's reasonable instructions.
Landlord shall Indemnify Tenant against any claims arising from Landlord's entry
upon the Premises pursuant to this paragraph or any other provision of this     
Lease permitting Landlord to enter the Premises (except upon termination of this
Lease).                                                                         

     26.5  Vault Space.  Any vaults and other areas now existing or subsequently
built extending beyond the building line of the Premises are not included within
the Premises, but Tenant may occupy and use the same during the Term, subject to
applicable Laws and payment of all applicable Impositions.  No revocation by any
Government of any license or permit to maintain and use any such vaults shall in
any way affect this Lease or the Rent due and owing hereunder.                  

    26.6  No Third Party Beneficiaries.  Nothing in this Lease shall be deemed
to confer upon any person (other than Landlord, Tenant, Third Party Lessors or  
Fee Mortgagees) any right to insist upon, or to enforce against Landlord or     
Tenant, the performance or observance by either party of its obligations under  
this Lease.                                                                     

  26.7  Amendment.  Any modification or amendment to this Lease must be in
writing signed by Landlord and Tenant.                                          

  26.8  Partial Invalidity.  If any term or provision of this Lease or the
application of such term or provision to any party or circumstance shall to any 
extent be invalid or unenforceable, then the remainder of this Lease, or the    
application of such term or provision to persons or circumstances other than    
those as to which it is invalid or unenforceable, shall not be affected by such 
invalidity.  All remaining provisions of this Lease shall be valid and be       
enforced to the fullest extent permitted by law.                                

   26.9  Successors and Assigns.  This Lease shall bind and benefit Landlord
and Tenant and their successors and assigns, but this shall not limit or        
supersede any transfer restrictions contained in this Lease.                    

27   Interpretation; Execution and Application of Lease.                        

 27.1  Governing Law.  This Lease and its interpretation and performance
shall be governed, construed and regulated by the laws of the State of New York,
without regard to principles of conflict of laws.                               

27.2  Counterparts.  This Lease may be executed in counterparts.      

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  27.3 Reasonableness.  Wherever this Lease states that approval by either
party shall not be unreasonably withheld: (a) such approval shall not be        
unreasonably delayed or conditioned; and (b) no withholding of approval shall be
deemed reasonable unless withheld by Notice specifying reasonable grounds, in   
reasonable detail, for such withholding of approval, and indicating specific    
reasonable changes in the proposal under consideration that would cause such    
proposal to be acceptable.                                                      

    27.4  Interpretation.  No inference in favor of or against any party shall
be drawn from the fact that such party has drafted any portion of this Lease.   
The parties have both participated substantially in the negotiation, drafting   
and revision of this Lease with representation by counsel and such other        
advisers as they have deemed appropriate.  The words "include" and "including"  
shall be construed to be followed by the words: "without limitation."           

  27.5  Delivery of Drafts.  Neither Landlord nor Tenant shall be bound by
this Lease unless and until each party shall have executed at least one         
counterpart of this Lease and delivered such executed counterpart to the other  
party.  The submission of draft(s) of this Lease or comment(s) on such drafts   
shall not bind either party in any way and such draft(s) and comment(s) shall   
not be considered in interpreting this Lease.                                   

27.6  Captions.  The captions of this Lease are for convenience and   
reference only and in no way affect this Lease.                                 

   27.7  Entire Agreement.  This Lease contains all the terms, covenants and
conditions relating to Tenant's leasing of the Premises.  There are no separate 
understandings or agreements, oral or written, between Landlord and Tenant      
relating to the Premises or Tenant's use or occupancy of the Premises, except   
for the Distribution Agreement.                                                 

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease on the day
and year first above written.                                                   

LANDLORD                                                                        

GETTY REALTY CORP.                                                              

By:   ________________                                                          
Leo Liebowitz                                                       
Its:  President                                                                 

33

,                                                                               

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LEEMILT'S PETROLEUM, INC., as holder of the Fee Estate to some of the Premises  
hereby consents to this Lease.                                                  

         LEEMILT'S PETROLEUM, INC.

                By: ____________________________

GETTYMART INC.,  as lessee of a Third Party Lease to some of the Premises,      
hereby consents to this Lease.                                                  

GETTYMART INC.  

                By: ____________________________

GETTY TERMINALS CORP.,  as lessee of a Third Party Lease to some of the         
Premises, hereby consents to this Lease.                                        

     GETTY TERMINALS CORP.

                By: ____________________________

DONNA OIL CORP., as lessee of a Third Party Lease to some of the Premises,      
hereby consents to this Lease.                                                  

DONNA OIL CORP. 

              By: __________________________

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TENANT                                                                          
GETTY PETROLEUM                                                                 
MARKETING INC.                                                                  

By:   _________________                                                         
Its:  President                                                                 

KINGSTON OIL SUPPLY CORP., with respect to certain premises located in the      
Mid-Hudson Valley as set forth on Exhibit B hereto.                             

                   KINGSTON OIL SUPPLY CORP.

                          By:_____________________________

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EXHIBIT A   

LEGAL DESCRIPTION   

[WILL BE SUPPLIED UPON REQUEST]   

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GETTY PETROLEUM CORP. Real Estate Department                                    
                                                                   EXHIBIT B

THIRD PARTY LEASE LOCATIONS   

                                                        [Enlarge/Download Table]


Location                                                                     Zip      
  Number        Address                         Town               STATE     Code     
-----------------------------------------------------------------------------------   
                                                                                      
   16       98-21 ROCKAWAY BLVD                OZONE PARK           NY        11417   
   54       172 HOWELLS RD                     BAYSHORE             NY        11706   
   58       4101 HEMPSTEAD TPKE                BETHPAGE             NY        11714   
   74       43 LAKE STREET                     WHITE PLAINS         NY        10600   
   75       481 MAMARONECK AVE                 WHITE PLAINS         NY        10600   
   77       758 PELHAM RD                      NEW ROCHELLE         NY        10805   
   78       1800 CENTRAL AVE                   YONKERS              NY        10700   
   79       25 HARTSDALE AVE                   HARTSDALE            NY        10530   
   81       410 FIFTH AVE.                     NEW ROCHELLE         NY        10800   
   91       40 N. STONE AVE                    ELMSFORD             NY        10523   
  102       2311 CROMPOUND ROAD                PEEKSKILL            NY        10566   
  103       200 WESTCHESTER AVE                PORT CHESTER         NY        10573   
  104       2385 BOSTON RD.                    LARCHMONT            NY        10538   
  111       245 EAST 138 STREET                BRONX                NY        10454   
  114       2453 WESTCHESTER AVE               BRONX                NY        10461   
  115       3400-08 BAYCHESTER AVE             BRONX                NY        10475   
  116       128 EAST MAIN ST                   ELMSFORD             NY        10523   
  117       946 BOSTON POST RD.                MAMARONECK           NY        10543   
  121       1115 YONKERS AVE                   YONKERS              NY        10704   
  122       481 CENTRAL AVE                    YONKERS              NY        10704   
  126       4302 FT HAMILTON PWY               BROOKLYN             NY        11219   
  128       2504 HARWAY AVE                    BROOKLYN             NY        11214   
  138       159 BRONX RIVER ROAD               YONKERS              NY        10700   
  152       3337 BOSTON RD                     BRONX                NY        10469   
  177       443 RT. 9W                         HIGHLAND             NY        12528   
  181       161-15 CROSS BAY BLVD              HOWARD BEACH         NY        11414   
  200       13 CLARKE AVE                      STATEN ISLAND        NY        10306   
  235       1820 RICHMOND ROAD                 STATEN ISLAND        NY        10306   
  240       146-93 GUY BREWER BLVD             SPRINGFIELD GARDENS  NY        11434  1
  249       524 CONEY ISLAND AVE               BROOKLYN             NY        11218   
  254       1700 GEORGES RD. RT 130            NORTH BRUNSWICK      NJ        08902   
  271       3501 BOSTON RD                     BRONX                NY        10456   
  319       120 MOFFATT ROAD                   MAHWAH               NJ        07430   
  323       3083 WEBSTER AVE                   BRONX                NY        10467   
  350       69 PASCACK ROAD                    SPRING VALLEY        NY        10977   
  353       163-10 PIDGEON MEADOW ROAD         FLUSHING             NY        11358   
  354       RT 25 & RAYNOR RD                  RIDGE                NY        11961   
  355       HOWELLS RD & UDALL RD              WEST ISLIP           NY        11795   
  357       450 WYANDANCH AVE                  N. BABYLON           NY        11703   
  358       185 EAST LINCOLN AVE               PELHAM               NY        10803   
  361       101-06 ASTORIA BLVD.               ASTORIA              NY        11369   
  362       1212 VICTORY BLVD                  STATEN ISLAND        NY        10301   
  363       350 ROCKAWAY TPKE                  CEDARHURST           NY        11516   
  365       1324 EAST PUTNAM AVE               OLD GREENWICH        CT        06870   
  366       440 HAWKINS AVE                    LAKE RONKONKOMA      NY        11779   
  396       1842 VICTORY BLVD                  STATEN ISLAND        NY        10314   
  443       219 NORTH MAIN STREET              SAYVILLE             NY        11782   
  523       1741 RT 37 W                       TOMS RIVER           NY        08753   
  544       190 AQUEDUCT ROAD                  WHITE PLAINS         NY        10606   
  545       SIMMONS PLAZA RT 9W                SAUGERTIES           NY        12477   
  546       56-02 BROADWAY                     WOODSIDE             NY        11377   
  547       89-15 ROCKAWAY BLVD                OZONE PARK           NY        11417   

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GETTY PETROLEUM CORP.  Real Estate Department                                   

THIRD PARTY LEASE LOCATIONS   

                                                        [Enlarge/Download Table]


Location                                                                      Zip     
 Number           Address                         Town            STATE      Code     
-----------------------------------------------------------------------------------   
                                                                                      
  548         395 NO.NEWBRIDGE ROAD           HICKSVILLE           NY        11801    
  549         1220 EAST 233RD STREET          BRONX                NY        10466    
  550         176 MCGUINESS BLVD.             BROOKLYN             NY        11222    
  561         387 RICHMOND AVE                STATEN ISLAND        NY        10302    
  570         69 BANK STREET                  WHITE PLAINS         NY        10606    
  571         660 N.BROADWAY, RTE. 22         N. WHITE PLAINS      NY        10600    
  572         476 COMMERCE & RTE 141          HAWTHORNE            NY        10532    
  573         1 PLEASANTVILLE ROAD            PLEASANTVILLE        NY        10570    
  574         ROUTE 22                        PATTERSON            NY        12563    
  576         313 TUCKAHOE ROAD               YONKERS              NY        10700    
  577         719 BRONX RIVER RD              YONKERS              NY        10700    
  578         1 BOSTON POST RD                RYE                  NY        10580    
  579         185 NORTH HIGHLAND AVE          OSSINING             NY        10562    
  580         30 MAIN STREET                  BRANFORD             CT        06405    
  583         RTES. 44A&I-31                  COVENTRY             CT        06238    
  595         222 DANBURY RD                  NEW MILFORD          CT        06776    
  596         195 STATE STREET                NORTH HAVEN          CT        06473    
  611         ROUTE 32                        WATERFORD            CT        06385    
  613         1830 E. STATE STREET            WESTPORT             CT        06880    
  615         1649 LITCHFIELD TURNPIKE        WOODBRIDGE           CT        06525    
  617         18 SPRINGFIELD STREET           AGAWAM               MA        01001    
  619         824 SUFFIELD ST. & SILVER       AGAWAM               MA        01001    
  631         3133 PARK AVE & THORNDYKE       PALMER               MA        01069    
  652         R.D.#1 ROUTE 130                BEVERLY              NJ        08010    
  654         669 SOMERSET STREET             SOMERSET             NJ        08873    
  655         4431 ROUTE 9                    FREEHOLD             NJ        07728    
  659         RTE 440 & DANFORTH AVE          JERSEY CITY          NJ        07303    
  661         100 WHITE HORSE PIKE            LAWNSIDE             NJ        08045   2
  664         953 18TH AVE                    NEWARK               NJ        07106    
  665         1292 RT 22 EAST                 N. PLAINFIELD        NJ        07060    
  667         639 RTE 17 SOUTH                PARAMUS              NJ        07652    
  671         410 RT 22 WEST                  UNION                NJ        07083    
  673         6718 BLACK HORSE PIKE           PLEASANTVILLE        NJ        08232    
  679         154 SOUTH MAIN STREET           TORRINGTON           CT        06790    
  681         1258 MIDDLE COUNTRY RD          SELDEN               NY        11784    
  685         2 ASHFORD AVE.                  DOBBS FERRY          NY        10522    
  687         47 WOLCOTT RD.                  WOLCOTT              CT        06716    
  688         301 EAST & WHITING STS          PLAINVILLE           CT        06062    
  703         530 FRANKLIN AVE                FRANKLIN SQUARE      NY        11010    
  704         4030 MERRICK ROAD               SEAFORD              NY        11783    
  751         630 LINCOLN HWY RT 1            FAIRLESS HILLS       PA        19030    
  752         1201 IVY HILL RD                PHILADELPHIA         PA        19150    
 6766         3050 WHITNEY AVE                HAMDEN               CT        06514    
 6771         1046 BOSTON POST ROAD           GUILFORD             CT        06437    
 6772         147 POST ROAD                   COS COB              CT        06807    
 6774         419 WASHINGTON AVE              NORTH HAVEN          CT        06473    
 6811         774 FARMINGTON AVE              BRISTOL              CT        06010    
 6817         1294 E. MAIN ST.                TORRINGTON           CT        06790    
 6819         206 MAIN AVE.                   NORWALK              CT        06851    
 6824         250 HOPE STREET                 STAMFORD             CT        06906    
 6850         210 SOUTH STREET                W. HARTFORD          CT        06110    
 6851         241 WHITE STREET                DANBURY              CT        06810    

EX-10.2
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GETTY PETROLEUM CORP.  Real Estate Department                                   

THIRD PARTY LEASES  

                                                        [Enlarge/Download Table]


Location                                                                      Zip      
 Number           Address                         Town            STATE      Code      
-----------------------------------------------------------------------------------    
                                                                                       

 6853        126 SOUTH ROAD                  ENFIELD               CT        06082     
 6856        1707 STANLEY STREET             NEW BRITAIN           CT        06053     
 6864        1022 BURNSIDE AVENUE            EAST HARTFORD         CT        06108     
 6865        749 MAIN STREET                 WATERTOWN             CT        06795     
 6870        1500 CORBIN AVENUE              NEW BRITAIN           CT        06053     
 6871        441 WEST AVON ROAD              AVON                  CT        06001     
 6872        339 OLD HARTFORD ROAD           COLCHESTER            CT        06415     
 8605        129 NORTH DUPONT HIGHWAY        NEW CASTLE            DE        19720     
 8635        BASIN ROAD & FRENCHTOWN         NEW CASTLE            DE        19720     
28200        990 LISBON STREET               LEWISTON              ME        04240     
28227        393 WESTERN AVENUE              AUGUSTA               ME        04330     
28230        53 BROAD STREET                 AUBURN                ME        04210     
28231        210 CIVIC CENTER DRIVE          AUGUSTA               ME        04332     
29812        409 W BEL AIR AVE (GETTY)       ABERDEEN              MD        21001     
30161        61 MAIN STREET                  MILFORD               MA        01757     
30361        191 TALBOT AVE                  DORCHESTER            MA        02124     
30439        286 BROADWAY                    TAUNTON               MA        02780     
30471        626 CHANDLER ST.                WORCESTER             MA        01602     
30515        331 BENNINGTON ST               BOSTON                MA        02128     
30518        299 MAIN ST.                    GROVELAND             MA        01830     
30537        1258 WILBUR AVE                 SOMERSET              MA        02725     
30557        63 BROADWAY                     TAUNTON               MA        02780     
30562        1 OAK HILL ROAD                 WESTFORD              MA        01886     
30601        701 COCHITUATE ROAD             FRAMINGHAM            MA        01701     
30644        1158 WASHINGTON STREET          CANTON                MA        02021     
30646        825 WASHINGTON STREET           STOUGHTON             MA        02072     
30647        151 MAIN STREET                 MEDFORD               MA        02115   3 
30648        321 ADAMS STREET                DORCHESTER            MA        02121     
30649        452 CANTON STREET               STOUGHTON             MA        02072     
30651        487 PARK AVE                    WORCESTER             MA        01610     
30652        860 SOUTHBRIDGE ST.             AUBURN                MA        01501     
30653        2 SUMMER ST & JAMES ST          BARRE                 MA        01005     
30654        390 BELMONT STREET              WORCESTER             MA        01604     
30655        548 MAIN STREET                 BROCKTON              MA        02401     
30656        54 CANAL STREET                 MILLBURY              MA        01527     
30657        1177 NO. MAIN STREET            CLINTON               MA        01510     
30658        974 SOUTHBRIDGE STREET          WORCESTER             MA        01610     
30660        10 WEST MAIN STREET             DUDLEY                MA        01570     
30661        880 WATER STREET                FITCHBURG             MA        01420     
30662        71 EAST CENTRAL STREET          FRANKLIN              MA        02038     
30663        77 HIGHLAND STREET              WORCESTER             MA        01605     
30664        199 FALMOUTH ROAD               HYANNIS               MA        02601     
30665        288 CENTRAL STREET              LEOMINSTER            MA        01453     
30666        248 LINCOLN STREET              WORCESTER             MA        01605     
30668        544 MILLBURY STREET             WORCESTER             MA        01607     
30669        48 WEST MAIN STREET             NORTHBOROUGH          MA        01532     
30670        373 BARLOWS LANDING ROAD        POCASSET              MA        02559     
30671        676 MAIN STREET                 CLINTON               MA        01510     
30672        21 WEST BOYLSTON STREET         WEST BOYLSTON         MA        01583     
30673        1429 GRAFTON STREET             WORCESTER             MA        01604     
30674        176 WORCESTER RD.               SOUTHBRIDGE           MA        01550     
30675        959 SOUTHBRIDGE STREET          WORCESTER             MA        01610     

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GETTY PETROLEUM CORP.  Real Estate Department                                   

THIRD PARTY LEASES  

                                                        [Enlarge/Download Table]


Location                                                                      Zip      
 Number           Address                         Town            STATE      Code      
-----------------------------------------------------------------------------------    
                                                                                       
30676        1308 STATE HWY (RTE. 28)           S. YARMOUTH        MA         02664    
30677        WORCESTER ROAD                     STERLING           MA         01564    
30678        SINGLETARY AVENUE                  SUTTON             MA         01590    
30679        1107 PLEASANT STREET               WORCESTER          MA         01602    
30680        516 UNION AVENUE                   FRAMINGHAM         MA         01701    
30681        RT.140,MAIN ST. & HARTFORD PK      UPTON              MA         01568    
30682        377 MAIN STREET                    WAREHAM            MA         02571    
30683        11 MILK STREET                     WESTBOROUGH        MA         01581    
30684        570 MAIN STREET                    HARWICHPORT        MA         02646    
30685        30 CHANDLER STREET                 WORCESTER          MA         01609    
30686        193 SOUTHWEST CUTOFF               WORCESTER          MA         01604    
30687        942 SOUTH STREET                   FITCHBURG          MA         01420    
30688        702 WEST BOYLSTON STREET           WORCESTER          MA         01606    
30689        200 MAIN STREET                    CHERRY VALLEY      MA         01611    
30690        112 WAVERLY STREET (RT 135)        FRAMINGHAM         MA         01701    
30691        90 WORCESTER STREET                N. GRAFTON         MA         01536    
30692        333 EAST MAIN STREET               SOUTHBRIDGE        MA         01550    
30693        109 SOUTH MAIN STREET              OXFORD             MA         01540    
30694        54 STAFFORD STREET                 WORCESTER          MA         01603    
30695        223 MAIN STREET                    ATHOL              MA         01331    
30696        267 MECHANIC STREET                FITCHBURG          MA         01420    
30697        1264 GRAFTON STREET                WORCESTER          MA         01604    
30698        8 WEST MAIN STREET                 ORANGE             MA         01364  4 
30699        45 BALLARD STREET                  WORCESTER          MA         01607    
30700        1660 WORCESTER ROAD                FRAMINGHAM         MA         01772    
30701        299 MAPLE STREET                   MARLBOROUGH        MA         01752    
30702        CAPE ROAD (RT. 140) & WATER ST     MILFORD            MA         01757    
30709        294 BELMONT STREET                 WORCESTER          MA         01604    
30710        350 GREENWOOD STREET               WORCESTER          MA         01607    
30711        321 SOUTHBRIDGE STREET             AUBURN             MA         01501    
30712        156 CRESCENT STREET                WALTHAM            MA         02154    
30713        274 HIGH STREET                    LOWELL             MA         01852    
30714        365 LAFAYETTE ROAD                 SALISBURY          MA         01960    
30715        ROUTE 125 & SALEM STREET           ANDOVER            MA         01810    
30716        308 THACHER STREET                 ATTLEBORO          MA         02703    
55252        LAFAYETTE & NEW ZEALAND            SEABROOK           NH         03874    
55269        330 SOUTH MAIN STREET              PENACOOK           NH         03303    
55274        32 BRIDGE STREET                   PELHAM             NH         03076    
56011        ACKERMAN AND RANDOLPH              CLIFTON            NJ         07011    
56015        1508 NORTH KINGS HIGHWAY           CHERRY HILL        NJ         08002    
56039        278 BLOOMFIELD AVENUE              NUTLEY             NJ         07110    
56046        RTE 166 PRESIDENTIAL ROAD          TOMS RIVER         NJ         08753    
56047        661 BLOOMFIELD AVE                 NUTLEY             NJ         07110    
56049        SPRINGFIELD & PLAINFIELD           BERKELEY HGTS      NJ         07922    
56055        738 CEDAR LANE                     TEANECK            NJ         07666    
56057        RT. 35 & SUNSET AVE.               OCEAN TOWNSHIP     NJ         07712    
56079        1061 BROADWAY (53RD ST.)           BAYONNE            NJ         07002    
56084        8 STONEHOUSE  ROAD                 BASKING RIDGE      NJ         07920    
56093        713 PLAINFIELD AVENUE              BERKELEY HGTS      NJ         07922    
56096        SPRINGSIDE & WOODLANE RDS.         WESTAMPTON TWP     NJ         08060    
56102        MAIN & UNION STREETS               LODI               NJ         07644    
56108        BENNETT & KEARNY AVENUE            KEARNY             NJ         07032    

EX-10.2
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GETTY PETROLEUM CORP. Real Estate Department                                    

THIRD PARTY LEASES  

                                                        [Enlarge/Download Table]


Location                                                                     Zip        
  Number        Address                         Town               STATE     Code       
-----------------------------------------------------------------------------------     
                                                                                        
56112   745 CONVERY BLVD                     PERTH AMBOY              NJ       08861    
56116   VALLEY ROAD & FENNER                 CLIFTON                  NJ       07011    
56136   45 RIDGE ROAD  (5TH  AVENUE)         LYNDHURST                NJ       07071    
56138   104 SOUTH AVE. (3RD  AVE.)           FANWOOD                  NJ       07023    
56145   4413 U. S. HIGHWAY 9                 FREEHOLD                 NJ       07728    
56149   91 BRICK BLVD.                       BRICK TWP                NJ       08723    
56161   449 ROUTE 46 EAST                    LITTLE FERRY             NJ       07643    
56169   128 CHESTNUT RIDGE RD & LAKE         MONTVALE                 NJ       07645    
56195   345 ROUTE 22 E.                      GREENBROOK               NJ       08812    
56251   1371 ROUTE 202 NORTH                 NESHANIC STATION         NJ       08853    
56254   2222 PARK AVE                        S. PLAINFIELD            NJ       07080    
56255   2501 BRIDGE AVE.                     PT. PLEASANT             NJ       08742    
56271   RT 516 & HIGGINS ROAD                MATAWAN                  NJ       07747    
56275   1942 LINCOLN HWY                     EDISON                   NJ       08817    
56276   1490 BERGEN BOULEVARD                FORT LEE                 NJ       07024    
56280   320 OLD HOOK RD AND CARVER AVE.      WESTWOOD                 NJ       07675    
56288   PO BOX 360                           SWEDESBORO               NJ       08085    
56809   762 ST GEORGES AVE                   RAHWAY                   NJ       07065    
56815   2 W. ST. GEORGE AVE                  LINDEN                   NJ       07036    
56821   252 IRVINGTON AVE.                   SOUTH ORANGE             NJ       07079    
56848   85 DODD STREET                       EAST ORANGE              NJ       07017    
56852   134 NJ RT. #4 (EAST BOUND)           ENGLEWOOD                NJ       07631    
56853   225 DIAMOND BRIDGE AVENUE            HAWTHORNE                NJ       07506    
56862   RARITAN RD.& CENTRAL                 CLARK                    NJ       07066    
56867   MAIN ST & STATION RD                 MADISON                  NJ       07940    
56868   526 ALLWOOD ROAD (BLOOMFI            CLIFTON                  NJ       07012    
56871   450 NEW YORK AVE                     JERSEY CITY              NJ       07307    
56872   39 CENTRAL AVE.                      JERSEY CITY              NJ       07306    
56881   U.S. RT #46 (MILL)                   ELMWOOD PARK             NJ       07407    
56882   58 GREENBROOK RD.(GROVE S            N. PLAINFIELD            NJ       07060    
56909   RIVER RD. & MADISON                  NEW MILFORD              NJ       07646    
56924   MIDLAND & OUTWATER                   GARFIELD                 NJ       07026    
58014   5510 BROADWAY                        BRONX                    NY       10463    
58015   8202 7TH AVENUE                      BROOKLYN                 NY       11228    
58019   286 ASHBURTON AVE                    YONKERS                  NY       10701    
58024   80 HORACE HARDING BLVD.              GREAT NECK               NY       11020    
58025   1169 KNOLLWOOD ROAD                  WHITE PLAINS             NY       10603  5 
58034   601 PORT WASHINGTON BLVD             PT. WASHINGTON           NY       11050    
58041   635 OLD COUNTRY ROAD                 WESTBURY                 NY       11590    
58042   308 COLUMBUS AVE                     TUCKAHOE                 NY       10707    
58043   950 FRONT ST. (GREENGROVE            UNIONDALE                NY       11553    
58044   SUNRISE HIGHWAY & HARRISON           BALDWIN                  NY       11510    
58053   9616 FLATLANDS AVE.                  BROOKLYN                 NY       11236    
58054   490 PULASKI ROAD                     GREENLAWN                NY       11740    
58064   1880 FRONT STREET                    EAST MEADOW              NY       11554    
58069   510 SCRANTON AVE                     LYNBROOK                 NY       11563    
58072   ROUTES 9 AND 9G                      RHINEBECK                NY       12572    
58073   60-41 METROPOLITAN AVE.              RIDGEWOOD                NY       11227    
58081   65 EAST PULASKI RD                   HUNTINGTON STATION       NY       11746    
58092   657 SAWMILL RIVER RD                 ARDSLEY                  NY       10502    
58101   774 TUCKAHOE RD.                     YONKERS                  NY       10710    
58121   67 QUAKER RIDGE RD.                  NEW ROCHELLE             NY       10804    

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GETTY PETROLEUM CORP. Real Estate Department                                    

THIRD PARTY LEASES  

                                                        [Enlarge/Download Table]

Location                                                                     Zip        
  Number        Address                         Town               STATE     Code       
-----------------------------------------------------------------------------------     
                                                                                        
58146         11 FLANDERS RD.                   RIVERHEAD           NY        11901     
58181         734 PARK AVENUE                   HUNTINGTON          NY        11743     
58205         63 8TH AVE.                       NEW YORK            NY        10014     
58263         280 E. MAIN ST                    MT. KISCO           NY        10549     
58297         RD #1 BOX 179                     SALT POINT          NY        12578     
58409         119 WEST 145TH ST                 NEW YORK            NY        10039     
58411         1 MERRICK AVE.                    EAST MEADOW         NY        11554     
58471         675 CENTRAL AVE.                  CEDARHURST          NY        11516     
58514         4116 BROADWAY (174TH ST.)         NEW YORK            NY        10033     
58526         118-01 ROCKAWAY BLVD              OZONE PARK          NY        11420     
58542         152 10TH AVE.                     NEW YORK            NY        10011     
58547         34-02 31ST ST.                    ASTORIA             NY        11102     
58548         RT 6 & LEXINGTON AV               MOHEGAN LAKE        NY        10547     
58553         5931 AMBOY ROAD (BETHUNE)         STATEN ISLAND       NY        10309     
58557         76-19 21ST AVE.                   E. ELMHURST         NY        11370     
58563         MERRICK ROAD & WYNSUM AVE         MERRICK             NY        11566     
58567         456 ROUTE 146                     GUILDERLAND CENTER  NY        12085     
58568         360 CENTRAL AVE. (CLAREND         VALLEY STREAM       NY        11580     
58572         255 LAKE AVE.                     ST. JAMES           NY        11780     
58573         3287 MERRICK RD                   WANTAGH             NY        11793     
58574         241 TERRY ROAD                    SMITHTOWN           NY        11787     
58583         1331 NORTH GRAND AVENUE           BALDWIN             NY        11510     
58584         607 EAST NEW YORK AVENUE          BROOKLYN            NY        11230     
58585         73-01 BEACH CHANNEL               ARVERNE             NY        11692  6  
58587         61-01 WOODHAVEN BLVD.             REGO PARK           NY        11374     
58592         242 DYCKMAN STREET                NEW YORK            NY        10034     
58599         1386 WANTAGH AVENUE               WANTAGH             NY        11793     
58602         540 PLANDOME RD.                  MANHASSET           NY        11030     
58603         1784 BROADWAY                     HEWLETT             NY        11557     
58605         78-01 LINDEN BLVD.                HOWARD BEACH        NY        11414     
58616         1895 BRUCKNER BOULEVARD           BRONX               NY        10472     
58703         1372 UNION ST & BRANDYWINE AVE    SCHENECTADY         NY        12363     
58730         RT. 44, DUTCHESS TPKE.            PLEASANT VALLEY     NY        12569     
58744         ROUTE 146                         MECHANICVILLE       NY        12118     
58746         247 PINE HOLLOW RD                OYSTER BAY          NY        11771     
58750         60 N CENTRAL AVE                  MECHANICVILLE       NY        12118     
58752         125 JERICHO TPKE                  JERICHO             NY        11753     
58753         784 ULSTER AVE MALL               KINGSTON            NY        12401     
58754         320 COLUMBIA ST                   RENSSELAER          NY        12144     
58755         272-276 EAST STRAND               KINGSTON            NY                  
58756         224-270 EAST STRAND               KINGSTON            NY                  
58758         181-207 EAST STRAND               KINGSTON            NY                  
58759         RT 9                              RHINEBECK           NY                  
58760         N. BROADWAY                       PORT EWEN           NY        12466     
58761         LOWER MAIN STREET; PO BOX 351     CATSKILL            NY                  
58762         RT 23 & 385                       CATSKILL            NY        12414     
58763         1 AMOS POST RD.                   CATSKILL            NY        12414     
58764         RT 9W & W. BRIDGE STREET          CATSKILL            NY        12414     
58766         124 FAIRVIEW AVE                  HUDSON              NY        12534     
58767         124 FAIRVIEW AVE                  HUDSON              NY        12534     
58768         RT 32 AND 212                     SAUGERTIES          NY        12477     
58769         RT 32                             FREEHOLD            NY        12431     

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GETTY PETROLEUM CORP. Real Estate Department                                    

THIRD PARTY LEASES  

                                                        [Enlarge/Download Table]

Location                                                                     Zip        
  Number        Address                         Town               STATE     Code       
-----------------------------------------------------------------------------------     
                                                                                        
58770         115 MANSION STREET                 COXSACKIE          NY        12051     
58771         RTS 32 & 81                        GREENVILLE         NY        12083     
58772         RT 32 QUARRYVILLE                  SAUGERTIES         NY        12477     
58774         165 RT 59                          MONSEY             NY        10952     
58776         1146 ULSTER AVENUE                 KINGSTON           NY        12401     
58780         1208 WASHINGTON AVE                RENSSELAER         NY        12144     
58786         RT 22                              HOUSICK FALLS      NY        12090     
58790         330 RT 304 N                       BARDONIA           NY        10954     
58796         RTE 123 SMITH RIDGE ROAD           S. SALEM           NY        10590     
58797         RT 23                              LEEDS              NY        12451     
58798         252 INNIS AVENUE                   POUGHKEEPSIE       NY        12603     
58802         111 MAIN STREET                    PINE BUSH          NY        12566     
58804         CHURCH STREET                      COPAKE             NY        12516     
58806         RT 9 & ST. JOHN STREET             RED HOOK           NY        12571     
58808         RT 82                              WEST TAGHKANIC     NY        12534     
58812         RT 9W & RT 143                     RAVENA             NY        12143     
58813         BAILEY ST.                         W. COXSACKIE       NY                  
58817         449 MAIN STREET                    YAPHANK            NY        11980     
58818         311 LARKFIELD ROAD                 EAST NORTHPORT     NY        11731  7  
58822         ROUTE 22 - HARDSCRABBLE ROAD       CROTON FALLS       NY        10519     
58826         7101 ROUTE 212                     SAUGERTIES         NY        12477     
67101         62 BLUE VALLEY ROAD                BANGOR             PA        18013     
67416         3796 OXFORD VALLEY RD              LEVITTOWN          PA        19057     
67418         2391 DURHAM RD.  (NEWPORTVI        LANGHORNE          PA        19047     
67432         ROUTE #309 & FAIRMOUNT ST.         COOPERSBURG        PA        18036     
67434         778 2ND STREET PIKE                RICHBORO           PA        18954     
67435         192 DURHAM RD.                     PENNDEL            PA        19047     
67597         6142 RISING SUN AVE.               PHILADELPHIA       PA        19111     
67601         2711 LIMEKILN PIKE                 NORTH HILLS        PA        19038     
67602         RT 3 & BISHOP HOLLOW RD            NEWTOWN SQUARE     PA        19073     
67603         2324 N GEORGE ST (GETTY)           YORK               PA        17402     
67604         827 HANOVER AVENUE                 ALLENTOWN          PA        18103     
67607         7002 WOODLAND AVENUE               PHILADELPHIA       PA        19142     
67610         5302-04 RISING SUN AVENUE          PHILADELPHIA       PA        19120     
67611         550 SOUTH MAIN STREET              SHREWSBURY         PA        17361     
67615         900 E. HUNTING PARK AVENUE         PHILADELPHIA       PA        19124     
67616         2242 BRIDGE STREET                 PHILADELPHIA       PA        19137     
67617         3650 WILLIAM PENN HWY (GETTY)      PALMER TOWNSHIP    PA        18043     
67647         918 YORK STREET (GETTY)            HANOVER            PA        17331     
67649         HANOVER & S. MAIN STREET-GETTY     BIGLERVILLE        PA        17307     
67655         601 U.S. ROUTE 15 NORTH            DILLSBURG          PA        17019     
67660         133 WAYNE STREET                   READING            PA        19607     
68005         1188 CUMBERLAND HILL ROAD          WOONSOCKET         RI        02895     
68007         1271 BROAD STREET                  PROVIDENCE         RI        02905     
68008         585 TIOGUE AVE.                    COVENTRY           RI        02816     
68642         3381 E. MAIN RD.                   PORTSMOUTH         RI        02871     
68644         1837 MAIN ROAD (RT.#77)            TIVERTON           RI        02878     
69404         RTE 23-332                         BLUE BALL          PA        17506     
69405         105N 8TH STREET                    READING            PA        19601     
69406         634-646 N FRONT STREET             ALLENTOWN          PA        18102     
69409         13TH & NORTHAMPTON STREETS         EASTON             PA        18042     
69415         505 BROADWAY                       BETHLEHEM          PA        18015     

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THIRD PARTY LEASES  

                                                        [Enlarge/Download Table]

Location                                                                     Zip      
  Number        Address                         Town               STATE     Code     
-----------------------------------------------------------------------------------   
                                                                                      
69421     473 N. GEORGE STREET                MILLERSVILLE         PA        17551    
69422     191 N. MAIN STREET                  MANHEIM              PA        17545    
69428     NEWPORT ROAD                        INTERCOURSE          PA        17534    
69430     RTE 897                             REINHOLDS            PA        17569    
69431     832 E. PHILADELPHIA STREET          BOYERTOWN            PA        19512    
69436     761 GAP NEWPORT PIKE                WEST GROVE           PA        19390    
69438     1370 LANCASTER AVE                  COLUMBIA             PA        17512    
69440     1001 BUCHERT ROAD                   POTTSTOWN            PA        19464    
69441     451 E. PHILADELPHIA STREET          YORK                 PA        17403    
69443     644 EAST MAIN STREET                EPHRATA              PA        17522    
69444     1000 CHESTNUT STREET                READING              PA        19602    
69445     2 WEST PENN STREET                  ROBESONIA            PA        19561    
69447     629 WEST ORANGE STREET              LANCASTER            PA        17602    
69449     1105 HANOVER AVENUE                 YORK                 PA        17404    
69472     327 WEST MAIN STREET                LEOLA                PA        17540    
69479     1704 NEW HOLLAND AVENUE             LANCASTER            PA        17601    
69484     W. GREENWICH & SCHYLKILL            READING              PA        19601    
69486     1701 WHITEFORD ROAD                 YORK                 PA        17402    
69493     834 YORK STREET                     HANOVER              PA        17331    
69495     7710 ALLENTOWN BLVD                 HARRISBURG           PA        17122    
69497     RT 272 POPLAR STREET                ADAMSTOWN            PA        19501    
69501     1125 ROOSEVELT AVENUE               YORK                 PA        17404    
69507     1201 LITITZ PIKE                    LANCASTER            PA        17601    
69684     20 HADE ROAD                        ST. THOMAS           PA        17252    
69685     1070 TRINDLE ROAD                   CARLISLE             PA        17013    
69688     45 E. HANOVER ST                    BONNEAUVILLE         PA        17325    
69690     ROUTE 16                            MCCONNELLSBURG       PA        17233    
71002     ROUTE 1 BOX 1960                    ROCKY MOUNT          VA        24034    
71004     1704 SO. MAIN STREET                BLACKSBURG           VA        24060    
71009     HIGHWAY 24 EAST                     VINTON               VA        24016    
71010     2702 COLONIAL AVE                   ROANOKE              VA        24015    
71011     ROUTE 3 BOX 702                     RIDGEWAY             VA        24148    
71028     RT. 1 BOX 1070, APPALACHIAN DR.     FIELDALE             VA        24089   8
71030     1506 MEMORIAL BLVD.                 MARTINSVILLE         VA        24112    
71031     1219 JAMISON AVENUE,SE              ROANOKE              VA        24013    
71032     2214 ELECTRIC RD., SW               ROANOKE              VA        24018    
71033     3842 SHENANDOAH AVE.                ROANOKE              VA        24017    
71054     1724 WESTOVER DRIVE                 RICH CREEK           VA        24147    
71055     WESTOVER DR.& SCHUMATE ST.          DANVILLE             VA        24541    
71090     3058 SALEM TURNPIKE,NW              ROANOKE              VA        24014    
71103     1202 SOUTH JEFFERSON ST             ROANOKE              VA        24016    
71108     931 GUS NICKS BLVD.                 ROANOKE              VA        24013    
71109     1115 MAIN STREET                    ROANOKE              VA        24015    
71110     THOMPSON MEMERIAL BLVD. & CLAY      SALEM                VA        24153    
71112     ROUTE 57, RURAL RT.3                STANLEYTOWN          VA        24168    
71113     RT 2 BOX 1                          MARTINSVILLE         VA        24112    
71120     3542 ORANGE AVENUE, NE              ROANOKE              VA        24012    
71173     7000 THREE CHOPT RD                 RICHMOND             VA        23226    
71177     RT 1, BOX 202                       DALEVILLE            VA        24083    
71178     340 EAST VALLEY DR.                 BRISTOL              VA        24201    
71193     13625 GENITO RD.(BRANDERMILL)       MIDLOTHIAN           VA        23113    
71204     1167 WOODHAVEN DRIVE                RICHMOND             VA        23224    


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THIRD PARTY LEASES  

                                                        [Enlarge/Download Table]

Location                                                                     Zip      
  Number        Address                         Town               STATE     Code     
-----------------------------------------------------------------------------------   
                                                                                      
71212        3901 GRAHAM PARK ROAD              TRIANGLE           VA        22026    
71213        RT. 10, BOX 42                     MARTINSVILLE       VA        24112    
71215        1148 VOLVO PARKWAY                 CHESAPEAKE         VA        23320    
71216        1901 S. INDEPENDENCE BLVD          VIRGINIA BEACH     VA        23456    
71218        401 GREEN MEADOWS DRIVE            VIRGINIA BEACH     VA        23462    
71220        120 W. MERCURY BLVD.               HAMPTON            VA        23669    
71222        4100 GEORGE WASHINGTON HWY.        PORTSMOUTH         VA        23702    
71225        1196 INDIAN LAKES BLVD.            VIRGINIA BEACH     VA        23464    
71250        12836 JEFFERSON AVE.               NEWPORT NEWS       VA        23602    
71251        1099 INDEPENDENCE BLVD.            VIRGINIA BEACH     VA        23455    
71252        5636 PRINCESS ANNE RD.             VIRGINIA BEACH     VA        23462    
71255        3001 SALINA DRIVE                  VIRGINIA BEACH     VA        23452    
71257        801 SOUTH LYNNHAVEN RD.            VIRGINIA BEACH     VA        23452   9
71262        1306 NORTH KING ST.                HAMPTON            VA        23669    
71264        209 E. HOLLY AVENUE                STERLING PARK      VA        22170    
71288        ROUTE 4, BOX 569                   CHRISTIANBERG      VA        24073    
71293        601 NEWTOWN RD.                    VIRGINIA BEACH     VA        23462    
71294        99 MANASSAS DRIVE                  MANASSAS PARK      VA        22111    
71704        5420 PETERS CREEK RD.              ROANOKE            VA        24019    

  432        LEASED LOCATIONS                                                         

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EXHIBIT C   

Permitted Exceptions  

Fleet Bank Mortgages, Crossland Mortgages and numerous purchase money mortgages 

Any new mortgages which are entered into on an arms-length basis the principal  
amount of which does not exceed the fair market value of the property mortgaged 

Utility Easements                                                               

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EXHIBIT D   

PREMISES WITH NON-COMPLYING UST'S   

INVESTMENT-CAPITAL  

LOCATION                                                                      
---------------------------------------                                         
#              CITY          STATE                                    
---------------------------------------                                         
6 BROOKLYN                NY                                
7 JAMAICA                 NY                                
8 REGO PARK               NY                                
20 BRONX                   NY                                 
22 CORONA                  NY                                 
24 BRONX                   NY                                 
61 MIDDLE ISLAND           NY                                 
74 WHITE PLAINS            NY                                 
79 HARTSDALE               NY                                 
82 OSSINING                NY                                 
91 ELMSFORD                NY                                 
102 PEEKSKILL               NY                                  
104 LARCHMONT               NY                                  
111 BRONX                   NY                                  
115 BRONX                   NY                                  
117 MAMARONECK              NY                                  
121 YONKERS                 NY                                  
126 BROOKLYN                NY                                  
128 BROOKLYN                NY                                  
138 YONKERS                 NY                                  
146 MAHOPAC                 NY                                  
157 POUGHKEEPSIE            NY                                  
160 MARLBORO                NY                                  
163 LAKE KATRINE            NY                                  
174 STONY POINT             NY                                  
177 HIGHLAND                NY                                  
178 KINGSTON                NY                                  
181 HOWARD BEACH            NY                                  
186 BRONX                   NY                                  
195 S. ISLAND               NY                                  
200 S. ISLAND               NY                                  
223 BROOKLYN                NY                                  
229 BROOKLYN                NY                                  
234 S. ISLAND               NY                                  
235 S. ISLAND               NY                                  
240 SPRINGFIELD GDNS.       NY                                  
252 MT. VERNON              NY                                  
264 BRONX                   NY                                  
266 BRONX                   NY                                  
270 BRONX                   NY                                  
272 BRONX                   NY                                  
275 BRONX                   NY                                  
276 BRONX                   NY                                  
277 BRONX                   NY                                  
278 YONKERS                 NY                                  
301 N. TARRYTOWN            NY                                  
307 BREWSTER                NY                                  
312 FLUSHING                NY                                  
323 BRONX                   NY                                  
324 S. ISLAND               NY                                  

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INVESTMENT-CAPITAL    

LOCATION                                                                      
------------------------------------                                            
#             CITY         STATE                                        
------------------------------------                                            
341 NEW YORK               NY                                       
342 GLENDALE               NY                                       
343 OZONE PARK             NY                                       
344 LIC                    NY                                       
350 SPRING VALLEY          NY                                       
361 ASTORIA                NY                                       
362 S. ISLAND              NY                                       
396 S. ISLAND              NY                                       
411 BROOKLYN               NY                                       
421 BROOKLYN               NY                                       
544 WHITE PLAINS           NY                                       
545 SAUGERTIES             NY                                       
546 WOODSIDE               NY                                       
547 OZONE PARK             NY                                       
561 S. ISLAND              NY                                       
564 BROOKLYN               NY                                       
568 LIC                    NY                                       
570 WHITE PLAINS           NY                                       
572 HAWTHORNE              NY                                       
573 PLEASANTVILLE          NY                                       
576 YONKERS                NY                                       
577 YONKERS                NY                                       
578 RYE                    NY                                       
579 OSSINING               NY                                       
587 FRANKLIN               CT                                       
617 AGAWAM                 MA                                       
618 FEEDING HILLS          MA                                       
619 AGAWAM                 MA                                       
624 GRANBY                 MA                                       
625 G. BARRINGTON          MA                                       
626 HADLEY                 MA                                       
627 LANESBORO              MA                                       
628 MONSON                 MA                                       
629 NORTH ADAMS            MA                                       
630 NORTH ADAMS            MA                                       
631 PALMER                 MA                                       
632 PITTSFIELD             MA                                       
633 PITTSFIELD             MA                                       
637 SPRINGFIELD            MA                                       
638 SPRINGFIELD            MA                                       
640 SPRINGFIELD            MA                                       
641 SPRINGFIELD            MA                                       
643 WESTFIELD              MA                                       
647 OSSINING               NY                                       
649 BROOKLYN               NY                                       
685 DOBBS FERRY            NY                                       
709 BROOKLYN               NY                                       
6130 NEW HAVEN              CT                                        
6744 NORWALK                CT                                        
6765 STAMFORD               CT                                        

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INVESTMENT-CAPITAL    

LOCATION                                                                      
------------------------------------                                            
#             CITY         STATE                                        
------------------------------------                                            
6772 COS COB                CT                                        
6822 MANCHESTER             CT                                        
6853 ENFIELD                CT                                        
8605 NEW CASTLE             DE                                        
8608 WILMINGTON             DE                                        
8635 NEW CASTLE             DE                                        
8637 ST. GEORGES            DE                                        
8641 WILMINGTON             DE                                        
8644 WILMINGTON             DE                                        
8645 CLAYMONT               DE                                        
8659 NEWARK                 DE                                        
8667 NEWARK                 DE                                        
8671 WILMINGTON             DE                                        
28032 PORTLAND               ME                                         
28215 WESTBROOK              ME                                         
29721 ROCKDALE               MD                                         
29763 RANDALSTOWN            MD                                         
29812 ABERDEEN               MD                                         
30161 MILFORD                MA                                         
30312 AGAWAM                 MA                                         
30315 S. WEYMOUTH            MA                                         
30317 WEST ROXBURY           MA                                         
30324 MAYNARD                MA                                         
30327 STOUGHTON              MA                                         
30331 ARLINGTON              MA                                         
30339 BELMONT                MA                                         
30351 ROCKLAND               MA                                         
30352 WATERTOWN              MA                                         
30355 READING                MA                                         
30361 DORCHESTER             MA                                         
30363 WEYMOUTH               MA                                         
30392 ASHLAND                MA                                         
30393 WOBURN                 MA                                         
30404 BELMONT                MA                                         
30412 PITTSFIELD             MA                                         
30429 N. ATTLEBORO           MA                                         
30436 WORCESTER              MA                                         
30439 TAUNTON                MA                                         
30445 FALL RIVER             MA                                         
30457 WORCESTER              MA                                         
30458 WEBSTER                MA                                         
30466 CLINTON                MA                                         
30468 FOXBORO                MA                                         
30471 WORCESTER              MA                                         
30472 CLINTON                MA                                         
30515 BOSTON                 MA                                         
30521 NEWTON                 MA                                         
30524 FALMOUTH               MA                                         
30537 SOMERSET               MA                                         
30545 METHUEN                MA                                         

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INVESTMENT-CAPITAL    

LOCATION                                                                      
------------------------------------                                            
#             CITY         STATE                                        
------------------------------------                                            
30546 ROCKLAND               MA                                         
30548 WILLIAMSTOWN           MA                                         
30551 FAIRHAVEN              MA                                         
30557 TAUNTON                MA                                         
30558 SEEKONK                MA                                         
30559 WALPOLE                MA                                         
30561 N. ANDOVER             MA                                         
30562 WESTFORD               MA                                         
30600 LOWELL                 MA                                         
30601 FRAMINGHAM             MA                                         
30603 METHUEN                MA                                         
30604 AMESBURY               MA                                         
30605 GEORGETOWN             MA                                         
30606 IPSWICH                MA                                         
30607 SALISBURY              MA                                         
30609 BEVERLY                MA                                         
30610 BILLERICA              MA                                         
30612 CHATHAM                MA                                         
30615 HARWICH                MA                                         
30616 IPSWICH                MA                                         
30618 LOWELL                 MA                                         
30619 METHUEN                MA                                         
30621 NEWBURYPORT            MA                                         
30623 ORLEANS                MA                                         
30624 PEABODY                MA                                         
30625 QUINCY                 MA                                         
30626 REVERE                 MA                                         
30627 SALEM                  MA                                         
30629 TEWKSBURY              MA                                         
30630 TWIN MILL              MA                                         
30631 FALMOUTH               MA                                         
30633 WESTFORD               MA                                         
30636 BRIDGEWATER            MA                                         
30644 CANTON                 MA                                         
30646 STOUGHTON              MA                                         
30647 MEDFORD                MA                                         
30648 DORCHESTER             MA                                         
30649 STOUGHTON              MA                                         
30651 WORCESTER              MA                                         
30653 BARRE                  MA                                         
30654 WORCESTER              MA                                         
30655 BROCKTON               MA                                         
30656 MILLBURY               MA                                         
30658 WORCESTER              MA                                         
30660 DUDLEY                 MA                                         
30662 FRANKLIN               MA                                         
30663 WORCESTER              MA                                         
30665 LEOMINSTER             MA                                         
30666 WORCESTER              MA                                         
30668 WORCESTER              MA                                         

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INVESTMENT-CAPITAL    

LOCATION                                                                      
------------------------------------                                            
#             CITY         STATE                                        
------------------------------------                                            
30669 NORTHBOROUGH           MA                                         
30670 POCASSET               MA                                         
30671 CLINTON                MA                                         
30672 W. BOYLSTON            MA                                         
30674 SOUTHBRIDGE            MA                                         
30675 WORCESTER              MA                                         
30676 S. YARMOUTH            MA                                         
30677 STERLING               MA                                         
30678 SUTTON                 MA                                         
30679 WORCESTER              MA                                         
30680 FRAMINGHAM             MA                                         
30682 WAREHAM                MA                                         
30683 WESTBOROUGH            MA                                         
30684 HARWICHPORT            MA                                         
30685 WORCESTER              MA                                         
30686 WORCESTER              MA                                         
30687 FITCHBURG              MA                                         
30688 WORCESTER              MA                                         
30689 CHERRY VALLEY          MA                                         
30690 FRAMINGHAM             MA                                         
30692 SOUTHBRIDGE            MA                                         
30693 OXFORD                 MA                                         
30696 FITCHBURG              MA                                         
30697 WORCESTER              MA                                         
30698 ORANGE                 MA                                         
30702 MILFORD                MA                                         
30704 UXBRIDGE               MA                                         
30709 WORCESTER              MA                                         
30710 WORCESTER              MA                                         
30711 AUBURN                 MA                                         
30712 WALTHAM                MA                                         
30713 LOWELL                 MA                                         
55237 SALEM                  NH                                         
55238 LONDONBERRY            NH                                         
55244 MERRINACK              NH                                         
55245 NASHUA                 NH                                         
55247 PEMBROKE               NH                                         
55249 ROCHESTER              NH                                         
55251 SALEM                  NH                                         
55254 EXETER                 NH                                         
55257 EPPING                 NH                                         
55258 EPSOM                  NH                                         
55259 EXETER                 NH                                         
55261 MILFORD                NH                                         
55265 PORTSMOUTH             NH                                         
55274 PELHAM                 NH                                         
56161 LITTLE FERRY           NJ                                         
56230 NEWARK                 NJ                                         
58007 GLENDALE               NY                                         
58012 BELLAIRE               NY                                         

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INVESTMENT-CAPITAL    

LOCATION                                                                      
------------------------------------                                            
#             CITY         STATE                                        
------------------------------------                                            
58014 BRONX                  NY                                         
58015 BROOKLYN               NY                                         
58018 BAYSIDE                NY                                         
58049 YONKERS                NY                                         
58053 BROOKLYN               NY                                         
58071 ST. ALBANS             NY                                         
58077 BROOKLYN               NY                                         
58079 BROOKLYN               NY                                         
58085 BAYSIDE                NY                                         
58108 WHITE PLAINS           NY                                         
58111 SCARSDALE              NY                                         
58114 NEW ROCHELLE           NY                                         
58119 BROOKLYN               NY                                         
58121 NEW ROCHELLE           NY                                         
58154 BRONX                  NY                                         
58173 GLENVILLE              NY                                         
58205 NEW YORK               NY                                         
58218 ALBANY                 NY                                         
58220 LONG ISLAND CITY       NY                                         
58254 ALBANY                 NY                                         
58260 RENSSELAER             NY                                         
58315 ROTTERDAM              NY                                         
58329 OSSINING               NY                                         
58347 ELLENVILLE             NY                                         
58367 CHATHAM                NY                                         
58409 NEW YORK               NY                                         
58415 BROOKLYN               NY                                         
58441 STATEN ISLAND          NY                                         
58443 STATEN ISLAND          NY                                         
58505 BRONX                  NY                                         
58513 BRONX                  NY                                         
58514 NEW YORK               NY                                         
58526 OZONE PARK             NY                                         
58542 NEW YORK               NY                                         
58547 ASTORIA                NY                                         
58557 E. ELMHURST            NY                                         
58567 GUILDERLAND CTR.       NY                                         
58582 TROY                   NY                                         
58584 BROOKLYN               NY                                         
58585 ARVERNE                NY                                         
58587 REGO PARK              NY                                         
58592 NEW YORK               NY                                         
58596 MIDDLETOWN             NY                                         
58605 HOWARD BEACH           NY                                         
58703 SCHENECTADY            NY                                         
58704 BALLSTON SPA           NY                                         
58705 BALLSTON SPA           NY                                         
58710 COLONIE                NY                                         
58711 DELMAR                 NY                                         
58712 ELLENVILLE             NY                                         

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INVESTMENT-CAPITAL    

LOCATION                                                                      
------------------------------------                                            
#             CITY         STATE                                        
------------------------------------                                            
58714 FT. PLAIN              NY                                         
58715 GLENS FALLS            NY                                         
58716 GLOVERSVILLE           NY                                         
58718 CLIFTON PARK           NY                                         
58719 GREEN ISLAND           NY                                         
58720 HANCOCK                NY                                         
58721 HYDE PARK              NY                                         
58722 LATHAM                 NY                                         
58723 BALLSTON SPA           NY                                         
58724 MELROSE                NY                                         
58725 MILLERTON              NY                                         
58726 NEW WINDSOR            NY                                         
58727 NISKAYUNA              NY                                         
58730 PLEASANT VLLY          NY                                         
58731 POUGHKEEPSIE           NY                                         
58733 QUEENSBURY             NY                                         
58735 ROTTERDAM              NY                                         
58737 SCHNECTADY             NY                                         
58739 S. GLENS FALLS         NY                                         
58740 TROY                   NY                                         
58741 WARRENSBURG            NY                                         
58743 HUDSON FALLS           NY                                         
58744 MECHANICVILLE          NY                                         
58750 MECHANICVILLE          NY                                         
58751 NEWBURGH               NY                                         
58753 KINGSTON               NY                                         
58754 RENSSELAER             NY                                         
58760 PORT EWEN              NY                                         
58761 CATSKILL               NY                                         
58762 CATSKILL               NY                                         
58766 HUDSON                 NY                                         
58768 SAUGERTIES             NY                                         
58769 FREEHOLD               NY                                         
58771 GREENVILLE             NY                                         
58772 QUARRYVILLE            NY                                         
58780 RENSSELAER             NY                                         
58785 MENANDS                NY                                         
58786 HOOSICK FALLS          NY                                         
58793 VALATIE                NY                                         
58797 LEEDS                  NY                                         
58802 PINE BUSH              NY                                         
58804 COPAKE                 NY                                         
58806 RED HOOK               NY                                         
58808 W. TAGHKANIC           NY                                         
58809 MIDDLE ISLAND          NY                                         
58812 RAVENA                 NY                                         
58822 CROTON FALLS           NY                                         
67101 BANGOR                 PA                                         
67215 PHILADELPHIA           PA                                         
67227 ALLENTOWN              PA                                         

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INVESTMENT-CAPITAL    

LOCATION                                                                      
------------------------------------                                            
#             CITY         STATE                                        
------------------------------------                                            
67249 PHILADELPHIA           PA                                         
67261 PHILADELPHIA           PA                                         
67265 PHILADELPHIA           PA                                         
67266 PHILADELPHIA           PA                                         
67276 PHILADELPHIA           PA                                         
67299 ABINGTON               PA                                         
67398 ROSLYN                 PA                                         
67402 PHILADELPHIA           PA                                         
67409 PHILADELPHIA           PA                                         
67416 LEVITTOWN              PA                                         
67423 QUAKERTOWN             PA                                         
67425 SOUDERTON              PA                                         
67432 COOPERSBURG            PA                                         
67531 TRAPPE                 PA                                         
67580 GETTYSBURG             PA                                         
67596 PARADISE               PA                                         
67597 PHILADELPHIA           PA                                         
67599 ELIZABETHTOWN          PA                                         
67604 ALLENTOWN              PA                                         
67610 PHILADELPHIA           PA                                         
67616 PHILADELPHIA           PA                                         
67624 NEW OXFORD             PA                                         
67626 LITTLESTOWN            PA                                         
67627 HANOVER                PA                                         
67632 LONGSTOWN              PA                                         
67633 YORK                   PA                                         
67636 DOVER                  PA                                         
67638 GLEN ROCK              PA                                         
67639 CARLISLE               PA                                         
67641 BOILING SPGS.          PA                                         
67654 HARRISBURG             PA                                         
68007 PROVIDENCE             RI                                         
68120 E. PROVIDENCE          RI                                         
68646 WAKEFIELD              RI                                         
69002 READING                PA                                         
69004 EPHRATA                PA                                         
69005 DAUPHIN                PA                                         
69006 DOUGLASVILLE           PA                                         
69010 YORK                   PA                                         
69012 GETTYSBURG             PA                                         
69016 POTTSVILLE             PA                                         
69019 POTTSVILLE             PA                                         
69406 ALLENTOWN              PA                                         
69408 BETHLEHEM              PA                                         
69409 WASTON                 PA                                         
69415 BETHLEHEM              PA                                         
69416 LANCASTER              PA                                         
69417 SCAFFERSTOW            PA                                         
69419 HAMBURG                PA                                         
69420 READING                PA                                         

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INVESTMENT-CAPITAL    

LOCATION                                                                      
------------------------------------                                            
#             CITY         STATE                                        
------------------------------------                                            
69421 MILLERSVILLE           PA                                         
69422 MANHEIN                PA                                         
69425 EBENEZER               PA                                         
69426 BETHELEM               PA                                         
69428 INTERCOURSE            PA                                         
69430 REINHOLDS              PA                                         
69431 BOYERTOWN              PA                                         
69439 OXFORD                 PA                                         
69440 POTTSTOWN              PA                                         
69443 EPHRATA                PA                                         
69444 READING                PA                                         
69445 ROBERSONIA             PA                                         
69449 YORK                   PA                                         
69466 KENHORST               PA                                         
69472 LEOLA                  PA                                         
69476 SHREWSBURY             PA                                         
69483 RED LION               PA                                         
69484 READING                PA                                         
69493 HANOVER                PA                                         
69495 HARRISBURG             PA                                         
69497 ADAMSTOWN              PA                                         
69503 LANCASTER              PA                                         
69504 NEW HOLLAND            PA                                         
69505 CHRISTIANA             PA                                         
69507 LANCASTER              PA                                         
69673 WYOMISSING HILLS       PA                                         
69676 ST. CLAIR              PA                                         
69681 W. READING             PA                                         
69682 ARDENTSVILLE           PA                                         
69683 HOHNTON                PA                                         
69684 ST. THOMAS             PA                                         
69685 CARLISLE               PA                                         
69688 BONNEAUVILLE           PA                                         
69690 MCCONNELLSBURG         PA                                         
71002 ROCKY MOUNT            VA                                         
71004 BLACKSBURG             VA                                         
71009 VINTON                 VA                                         
71010 ROANOKE                VA                                         
71011 RIDGEWAY               VA                                         
71028 FIEDALE                VA                                         
71030 MARTISNSILLE           VA                                         
71031 ROANOKE                VA                                         
71033 ROANOKE                VA                                         
71054 RICH CREEK             VA                                         
71055 DANVILLE               VA                                         
71090 ROANOKE                VA                                         
71108 ROANOKE                VA                                         
71109 ROANOKE                VA                                         
71110 SALEM                  VA                                         
71112 STANLEYTOWN            VA                                         

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INVESTMENT-CAPITAL    

LOCATION                                                                      
------------------------------------                                            
#             CITY         STATE                                        
------------------------------------                                            
71113 MARTINSVILLE           VA                                         
71120 ROANOKE                VA                                         
71173 RICHMOND               VA                                         
71177 DALEVILLE              VA                                         
71178 BRISTOL                VA                                         
71213 MARTINSVILLE           VA                                         
71215 CHESAPEAKE             VA                                         
71216 VIRGINIA BCH           VA                                         
71218 VIRGINIA BCH           VA                                         
71220 HAMPTON                VA                                         
71222 PORTSMOUTH             VA                                         
71250 NEWPORT NEWS           VA                                         
71251 VIRGINIA BCH           VA                                         
71252 VIRGINIA BCH           VA                                         
71255 VIRGINIA BCH           VA                                         
71257 VIRGINIA BCH           VA                                         
71262 HAMPTON                VA                                         
71264 STERLING PARK          VA                                         
71270 PORTSMOUTH             VA                                         
71288 CHRISTIANASBR          VA                                         
71293 VIRGINIA BCH           VA                                         
71294 MAHASSAS PK            VA                                         
76112 BENNINGTON             VT                                         
473 SITES                                                           

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EXHIBIT E   

PREMISES WITH ONGOING REMEDIATIONS    

INVESTMENT-ENVIRONMENTAL    

LOCATION                                                                      
-------------------------------------                                           
#             CITY         STATE                                        
-------------------------------------                                           
7 JAMAICA                NY                                     
8 REGO PARK              NY                                     
16 OZONE PARK             NY                                      
17 BROOKLYN               NY                                      
20 BRONX                  NY                                      
22 CORONA                 NY                                      
24 BRONX                  NY                                      
38 OCEANSIDE              NY                                      
54 BRIGHTWATERS           NY                                      
61 MIDDLE ISLAND          NY                                      
74 WHITE PLAINS           NY                                      
75 WHITE PLAINS           NY                                      
77 NEW ROCHELLE           NY                                      
78 YONKERS                NY                                      
79 HARTSDALE              NY                                      
82 OSSINING               NY                                      
91 ELMSFORD               NY                                      
93 PELHAM MANOR           NY                                      
100 MAHWAH                 NJ                                       
101 VALLEY COTTAGE         NY                                       
102 PEEKSKILL              NY                                       
103 PORT CHESTER           NY                                       
104 LARCHMONT              NY                                       
110 MEDFORD                NY                                       
111 BRONX                  NY                                       
114 BRONX                  NY                                       
115 BRONX                  NY                                       
116 ELMSFORD               NY                                       
117 MAMARONECK             NY                                       
121 YONKERS                NY                                       
126 BROOKLYN               NY                                       
128 BROOKLYN               NY                                       
138 YONKERS                NY                                       
146 MAHOPAC                NY                                       
157 POUGHKEEPSIE           NY                                       
159 CARMEL                 NY                                       
160 MARLBORO               NY                                       
163 LAKE KATRINE           NY                                       
169 WAPPINGERS FALLS       NY                                       
174 STONY POINT            NY                                       
177 HIGHLAND               NY                                       
178 KINGSTON               NY                                       
179 POUGHKEEPSIE           NY                                       
181 HOWARD BEACH           NY                                       
182 LAGRANGEVILLE          NY                                       
186 BRONX                  NY                                       
195 STATEN ISLAND          NY                                       
200 S. ISLAND              NY                                       
210 BRONX                  NY                                       
214 JAMAICA                NY                                       

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LOCATION                                                                      
-------------------------------------                                           
#             CITY         STATE                                        
-------------------------------------                                           
218 MIDDLE VILLAGE         NY                                       
219 LONG ISLAND CITY       NY                                       
223 BROOKLYN               NY                                       
225 ROCKAWAY PARK          NY                                       
228 BROOKLYN               NY                                       
229 BROOKLYN               NY                                       
234 STATEN ISLAND          NY                                       
235 S. ISLAND              NY                                       
240 SPRINGFIELD GDNS.      NY                                       
252 MT. VERNON             NY                                       
254 NORTH BRUNSWICK        NJ                                       
257 BRONX                  NY                                       
258 BRONX                  NY                                       
261 BRONX                  NY                                       
264 BRONX                  NY                                       
266 BRONX                  NY                                       
268 BRONX                  NY                                       
270 BRONX                  NY                                       
271 BRONX                  NY                                       
272 BRONX                  NY                                       
275 BRONX                  NY                                       
276 BRONX                  NY                                       
277 BRONX                  NY                                       
278 YONKERS                NY                                       
288 ATLANTIC HIGHLANDS     NJ                                       
301 N. TARRYTOWN           NY                                       
304 OLD BRIDGE             NJ                                       
307 BREWSTER               NY                                       
312 FLUSHING               NY                                       
319 MAHWAH                 NJ                                       
322 VALLEY COTTAGE         NY                                       
323 BRONX                  NY                                       
324 S. ISLAND              NY                                       
325 BRIARCLIFF MANOR       NY                                       
326 BRONX                  NY                                       
329 BRONX                  NY                                       
331 BRONX                  NY                                       
332 BRONX                  NY                                       
334 BROOKLYN               NY                                       
336 BROOKLYN               NY                                       
339 NEW YORK               NY                                       
340 NEW YORK               NY                                       
341 NEW YORK               NY                                       
342 GLENDALE               NY                                       
343 OZONE PARK             NY                                       
344 LIC                    NY                                       
357 N. BABYLON             NY                                       
358 PELHAM                 NY                                       
360 SMITHTOWN              NY                                       
361 ASTORIA                NY                                       

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LOCATION                                                                      
-------------------------------------                                           
#             CITY         STATE                                        
-------------------------------------                                           
362 S. ISLAND              NY                                       
363 CEDARHURST             NY                                       
366 LAKE RONKONKOMA        NY                                       
370 KEYPORT                NJ                                       
377 NEW CITY               NY                                       
379 W. HAVERSTRAW          NY                                       
396 STATEN ISLAND          NY                                       
411 BROOKLYN               NY                                       
421 BROOKLYN               NY                                       
425 W. ISLIP               NY                                       
429 RONKONKOMA             NY                                       
444 BAYSHORE               NY                                       
460 BETHPAGE               NY                                       
523 TOMS RIVER             NJ                                       
535 N. BABYLON             NY                                       
544 WHITE PLAINS           NY                                       
545 SAUGERTIES             NY                                       
546 WOODSIDE               NY                                       
547 OZONE PARK             NY                                       
548 HICKSVILLE             NY                                       
549 BRONX                  NY                                       
561 S. ISLAND              NY                                       
564 BROOKLYN               NY                                       
568 LIC                    NY                                       
570 WHITE PLAINS           NY                                       
571 N. WHITE PLAINS        NY                                       
572 HAWTHORNE              NY                                       
573 PLEASANTVILLE          NY                                       
574 PATTERSON              NY                                       
576 YONKERS                NY                                       
577 YONKERS                NY                                       
578 RYE                    NY                                       
579 OSSINING               NY                                       
580 BRANFORD               CT                                       
581 BRIDGEPORT             CT                                       
583 COVENTRY               CT                                       
587 FRANKLIN               CT                                       
589 MANCHESTER             CT                                       
590 MERIDEN                CT                                       
595 NEW MILFORD            CT                                       
596 NORTH HAVEN            CT                                       
598 NORWICH                CT                                       
600 WAUREGAN               CT                                       
604 TERRYVILLE             CT                                       
607 UNION CITY             CT                                       
611 WATERFORD              CT                                       
613 WESTPORT               CT                                       
615 WOODBRIDGE             CT                                       
619 AGAWAM                 MA                                       
624 GRANBY                 MA                                       

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LOCATION                                                                      
-------------------------------------                                           
#             CITY         STATE                                        
-------------------------------------                                           
625 GREAT BARRINGTON       MA                                       
628 MONSON                 MA                                       
633 PITTSFIELD             MA                                       
635 SOUTH HADLEY           MA                                       
637 SPRINGFIELD            MA                                       
638 SPRINGFIELD            MA                                       
647 OSSINING               NY                                       
649 BROOKLYN               NY                                       
660 LAKEWOOD               NJ                                       
667 PARAMUS                NJ                                       
673 PLEASANTVILLE          NJ                                       
676 GLEN HEAD              NY                                       
677 NEW ROCHELLE           NY                                       
679 TORRINGTON             CT                                       
680 N. BRANFORD            CT                                       
685 DOBBS FERRY            NY                                       
687 WOLCOTT                CT                                       
688 PLAINVILLE             CT                                       
709 BROOKLYN               NY                                       
751 FAIRLESS HILLS         PA                                       
752 PHILADELPHIA           PA                                       
6130 NEW HAVEN              CT                                        
6722 BLOOMFIELD             CT                                        
6725 SIMSBURY               CT                                        
6742 RIDGEFIELD             CT                                        
6743 BRIDGEPORT             CT                                        
6744 NORWALK                CT                                        
6746 BRIDGEPORT             CT                                        
6748 BRIDGEPORT             CT                                        
6749 BRIDGEPORT             CT                                        
6751 BRIDGEPORT             CT                                        
6753 BRIDGEPORT             CT                                        
6754 BRIDGEPORT             CT                                        
6756 BRIDGEPORT             CT                                        
6762 DARIEN                 CT                                        
6764 WESTPORT               CT                                        
6765 STAMFORD               CT                                        
6766 HAMDEN                 CT                                        
6768 STAMFORD               CT                                        
6772 COS COB                CT                                        
6776 STRATFORD              CT                                        
6777 MILFORD                CT                                        
6778 STRATFORD              CT                                        
6782 FAIRFIELD              CT                                        
6811 BRISTOL                CT                                        
6813 BROOKFIELD             CT                                        
6817 TORRINGTON             CT                                        
6819 NORWALK                CT                                        
6826 HARTFORD               CT                                        
6831 NEW HAVEN              CT                                        

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LOCATION                                                                      
-------------------------------------                                           
#             CITY         STATE                                        
-------------------------------------                                           
6836 BRIDGEPORT             CT                                        
6837 WILTON                 CT                                        
6850 W. HARTFORD            CT                                        
6853 ENFIELD                CT                                        
6862 STRATFORD              CT                                        
6864 EAST HARTFORD          CT                                        
6871 AVON                   CT                                        
8608 WILMINGTON             DE                                        
8635 NEW CASTLE             DE                                        
8637 ST. GEORGES            DE                                        
8641 WILMINGTON             DE                                        
8667 NEWARK                 DE                                        
8669 WILMINGTON             DE                                        
28206 LISBON                 ME                                         
28215 WESTBROOK              ME                                         
28226 WINDHAM                ME                                         
28231 AUGUSTA                ME                                         
29721 BALTIMORE              MD                                         
29763 RANDALLSTOWN           MD                                         
30161 MILFORD                MA                                         
30315 S. WEYMOUTH            MA                                         
30326 GARDNER                MA                                         
30327 STOUGHTON              MA                                         
30332 METHUEN                MA                                         
30344 RANDOLPH               MA                                         
30351 ROCKLAND               MA                                         
30352 WATERTOWN              MA                                         
30363 WEYMOUTH               MA                                         
30374 DEDHAM                 MA                                         
30375 HINGHAM                MA                                         
30392 ASHLAND                MA                                         
30409 HYDE PARK              MA                                         
30412 PITTSFIELD             MA                                         
30436 WORCESTER              MA                                         
30438 NEW BEDFORD            MA                                         
30439 TAUNTON                MA                                         
30466 CLINTON                MA                                         
30468 FOXBORO                MA                                         
30472 GROVELAND              MA                                         
30488 HYANNIS                MA                                         
30506 HOLYOKE                MA                                         
30518 GROVELAND              MA                                         
30524 FALMOUTH               MA                                         
30537 SOMERSET               MA                                         
30545 METHUEN                MA                                         
30546 ROCKLAND               MA                                         
30548 WILLIAMSTOWN           MA                                         
30551 FAIRHAVEN              MA                                         
30552 BELLINGHAM             MA                                         
30558 SEEKNOK                MA                                         

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LOCATION                                                                      
-------------------------------------                                           
#             CITY         STATE                                        
-------------------------------------                                           
30559 WALPOLE                MA                                         
30561 N. ANDOVER             MA                                         
30562 WESTFORD               MA                                         
30600 LOWELL                 MA                                         
30601 FRAMINGHAM             MA                                         
30602 AUBURN                 MA                                         
30603 METHUEN                MA                                         
30604 AMESBURY               MA                                         
30605 GEORGETOWN             MA                                         
30606 IPSWICH                MA                                         
30607 SALISBURY              MA                                         
30609 BEVERLY                MA                                         
30611 HAVERHILL              MA                                         
30612 CHATHAM                MA                                         
30618 LOWELL                 MA                                         
30619 METHUEN                MA                                         
30621 NEWBURYPORT            MA                                         
30623 ORLEANS                MA                                         
30624 PEABODY                MA                                         
30627 SALEM                  MA                                         
30629 TEWKSBURY              MA                                         
30630 TWIN MILL (WAREHAM)    MA                                         
30631 FALMOUTH               MA                                         
30632 W. YARMOUTH            MA                                         
30633 WESTFORD               MA                                         
30635 YARMOUTH               MA                                         
30636 BRIDGEWATER            MA                                         
30644 CANTON                 MA                                         
30646 STOUCHTON              MA                                         
30651 WORCESTER              MA                                         
30652 AUBURN                 MA                                         
30653 BARRE                  MA                                         
30654 WORCESTER              MA                                         
30655 BROCKTON               MA                                         
30656 MILLBURY               MA                                         
30658 WORCESTER              MA                                         
30660 DUDLEY                 MA                                         
30663 WORCESTER              MA                                         
30664 HYANNIS                MA                                         
30665 LEOMINSTER             MA                                         
30666 WORCESTER              MA                                         
30668 WORCESTER              MA                                         
30669 NORTH BOROUGH          MA                                         
30670 POCASSET               MA                                         
30671 CLINTON                MA                                         
30672 W. BOYLSTON            MA                                         
30673 WORCESTER              MA                                         
30674 SOUTHBRIDGE            MA                                         
30675 WORCESTER              MA                                         
30676 S. YARMOUTH            MA                                         

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LOCATION                                                                      
-------------------------------------                                           
#             CITY         STATE                                        
-------------------------------------                                           
30677 STERLING               MA                                         
30679 WORCESTER              MA                                         
30680 FRAMINGHAM             MA                                         
30682 WAREHAM                MA                                         
30683 WESTBOROUGH            MA                                         
30684 HARWICHPORT            MA                                         
30685 WORCESTER              MA                                         
30686 WORCESTER              MA                                         
30687 FITCHBURG              MA                                         
30688 WORCESTER              MA                                         
30689 CHERRY VALLEY          MA                                         
30690 FRAMINGHAM             MA                                         
30692 SOUTHBRIDGE            MA                                         
30693 OXFORD                 MA                                         
30694 WORCESTER              MA                                         
30696 FITCHBURG              MA                                         
30697 WORCESTER              MA                                         
30700 FRAMINGHAM             MA                                         
30702 MILFORD                MA                                         
30704 UXBRIDGE               MA                                         
30710 WORCESTER              MA                                         
55211 DERRY                  NH                                         
55234 PLAISTOW               NH                                         
55235 GILFORD                NH                                         
55236 SOMERSWORTH            NH                                         
55237 SALEM                  NH                                         
55238 LONDONDERRY            NH                                         
55239 ROCHESTER              NH                                         
55241 HAMPTON                NH                                         
55245 NASHUA                 NH                                         
55246 PELHAM                 NH                                         
55247 PEMBROKE               NH                                         
55249 ROCHESTER              NH                                         
55250 ROCHESTER              NH                                         
55251 SALEM                  NH                                         
55252 SEABROOK               NH                                         
55253 SOMERSWORTH            NH                                         
55254 EXETER                 NH                                         
55256 CANDIA                 NH                                         
55257 EPPING                 NH                                         
55258 EPSOM                  NH                                         
55261 MILFORD                NH                                         
55264 PORTSMOUTH             NH                                         
55265 PORTSMOUTH             NH                                         
55267 SALEM                  NH                                         
55268 SEABROOK               NH                                         
56003 MCAFEE                 NJ                                         
56005 HAMBURG                NJ                                         
56009 WEST MILFORD           NJ                                         
56028 WILLINGBORO            NJ                                         

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LOCATION                                                                      
-------------------------------------                                           
#             CITY         STATE                                        
-------------------------------------                                           
56039 NUTLEY                 NJ                                         
56046 TOMS RIVER             NJ                                         
56051 WALL TOWNSHIP          NJ                                         
56056 UNION                  NJ                                         
56062 CRANBURY               NJ                                         
56064 SPOTSWOOD              NJ                                         
56065 NEW BRUNSWICK          NJ                                         
56075 ELIZABETH              NJ                                         
56079 BAYONNE                NJ                                         
56084 BASKING RIDGE          NJ                                         
56086 DEPTFORD               NJ                                         
56088 SEWELL                 NJ                                         
56101 TRENTON                NJ                                         
56102 LODI                   NJ                                         
56113 SPRING LAKE            NJ                                         
56116 CLIFTON                NJ                                         
56117 SEWELL                 NJ                                         
56132 ASBURY PARK            NJ                                         
56142 PATERSON               NJ                                         
56149 BRICK TOWNSHIP         NJ                                         
56156 OCEAN CITY             NJ                                         
56157 WHITING                NJ                                         
56169 MONTVALE               NJ                                         
56215 NEPTUNE                NJ                                         
56230 NEWARK                 NJ                                         
56251 NESHANIC STATION       NJ                                         
56253 PINE HILL              NJ                                         
56258 TUCKERTON              NJ                                         
56260 W. DEPTFORD            NJ                                         
56262 ATCO                   NJ                                         
56263 SOMERVILLE             NJ                                         
56271 MATAWAN                NJ                                         
56276 FORT LEE               NJ                                         
56803 BERGENFIELD            NJ                                         
56809 RAHWAY                 NJ                                         
56815 LINDEN                 NJ                                         
56818 BLOOMFIELD             NJ                                         
56821 SOUTH ORANGE           NJ                                         
56844 NUTLEY                 NJ                                         
56852 ENGLEWOOD              NJ                                         
56868 CLIFTON                NJ                                         
56871 JERSEY CITY            NJ                                         
56873 WATCHUNG               NJ                                         
56877 GREEN VILLAGE          NJ                                         
56891 BLOOMFIELD             NJ                                         
56893 PARLIN                 NJ                                         
56896 COLONIA                NJ                                         
56897 N. BERGEN              NJ                                         
56915 RIDGEWOOD              NJ                                         
56919 WAYNE                  NJ                                         

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LOCATION                                                                      
-------------------------------------                                           
#             CITY         STATE                                        
-------------------------------------                                           
56921 WASHINGTON             NJ                                         
56922 PARAMUS                NJ                                         
56924 GARFIELD               NJ                                         
56925 JERSEY CITY            NJ                                         
56926 FORT LEE               NJ                                         
56933 BELFORD                NJ                                         
56935 EATONTOWN              NJ                                         
56939 MONMOUTH BCH           NJ                                         
56962 TRENTON                NJ                                         
56987 BEVERLY                NJ                                         
56999 WEST ORANGE            NJ                                         
58006 ROCKVILLE CENTRE       NY                                         
58007 GLENDALE               NY                                         
58012 BELLAIRE               NY                                         
58014 BRONX                  NY                                         
58015 BROOKLYN               NY                                         
58018 BAYSIDE                NY                                         
58019 YONKERS                NY                                         
58021 DOBBS FERRY            NY                                         
58022 N. MERRICK             NY                                         
58025 WHITE PLAINS           NY                                         
58027 GREAT NECK             NY                                         
58031 GLEN HEAD              NY                                         
58034 PT. WASHINGTON         NY                                         
58041 WESTBURY               NY                                         
58042 TUCKAHOE               NY                                         
58046 EAST HILLS             NY                                         
58049 YONKERS                NY                                         
58053 BROOKLYN               NY                                         
58069 LYNBROOK               NY                                         
58071 ST. ALBANS             NY                                         
58072 RHINEBECK              NY                                         
58073 RIDGEWOOD              NY                                         
58077 BROOKLYN               NY                                         
58079 BROOKLYN               NY                                         
58087 BAYSHORE               NY                                         
58092 ARDSLEY                NY                                         
58101 YONKERS                NY                                         
58108 WHITE PLAINS           NY                                         
58111 SCARSDALE              NY                                         
58112 EASTCHESTER            NY                                         
58114 NEW ROCHELLE           NY                                         
58119 BROOKLYN               NY                                         
58121 NEW ROCHELLE           NY                                         
58123 BROOKLYN               NY                                         
58154 BRONX                  NY                                         
58161 YONKERS                NY                                         
58173 GLENVILLE              NY                                         
58184 YONKERS                NY                                         
58205 NEW YORK               NY                                         

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LOCATION                                                                      
-------------------------------------                                           
#             CITY         STATE                                        
-------------------------------------                                           
58218 ALBANY                 NY                                         
58220 LONG ISLAND CITY       NY                                         
58254 ALBANY                 NY                                         
58260 RENSSELAER             NY                                         
58263 MT. KISCO              NY                                         
58297 SALT POINT             NY                                         
58315 ROTTERDAM              NY                                         
58329 OSSINING               NY                                         
58347 ELLENVILLE             NY                                         
58367 CHATHAM                NY                                         
58393 HYDE PARK              NY                                         
58401 SHRUB OAK              NY                                         
58409 NEW YORK               NY                                         
58411 EAST MEADOW            NY                                         
58415 BROOKLYN               NY                                         
58441 STATEN ISLAND          NY                                         
58442 STATEN ISLAND          NY                                         
58471 CEDARHURST             NY                                         
58505 BRONX                  NY                                         
58513 BRONX                  NY                                         
58514 NEW YORK               NY                                         
58526 OZONE PARK             NY                                         
58532 MT. VERNON             NY                                         
58535 PELHAM MANOR           NY                                         
58542 NEW YORK               NY                                         
58543 FREEPORT               NY                                         
58547 ASTORIA                NY                                         
58548 MOHEGAN LAKE           NY                                         
58553 STATEN ISLAND          NY                                         
58557 E. ELMHURST            NY                                         
58558 STATEN ISLAND          NY                                         
58563 MERRICK                NY                                         
58567 GUILDERLAND CTR.       NY                                         
58573 WANTAGH                NY                                         
58574 SMITHTOWN              NY                                         
58582 TROY                   NY                                         
58584 BROOKLYN               NY                                         
58585 ARVERNE                NY                                         
58587 REGO PARK              NY                                         
58592 NEW YORK               NY                                         
58596 MIDDLETOWN             NY                                         
58598 OCEANSIDE              NY                                         
58602 MANHASSET              NY                                         
58605 HOWARD BEACH           NY                                         
58616 BRONX                  NY                                         
58703 SCHENECTADY            NY                                         
58704 BALLSTON SPA           NY                                         
58705 BALLSTON SPA           NY                                         
58710 COLONIE                NY                                         
58711 DELMAR                 NY                                         

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LOCATION                                                                      
-------------------------------------                                           
#             CITY         STATE                                        
-------------------------------------                                           
58712 ELLENVILLE             NY                                         
58713 FT. EDWARD             NY                                         
58714 FT. PLAIN              NY                                         
58715 GLENS FALLS            NY                                         
58716 GLOVERSVILLE           NY                                         
58718 HALFMOON               NY                                         
58719 GREEN ISLAND           NY                                         
58720 HANCOCK                NY                                         
58721 HYDE PARK              NY                                         
58722 LATHAM                 NY                                         
58723 BALLSTON SPA           NY                                         
58724 MELROSE                NY                                         
58725 MILLERTON              NY                                         
58726 NEW WINDSOR            NY                                         
58727 NISKAYUNA              NY                                         
58730 PLEASANT VALLEY        NY                                         
58731 POUGHKEEPSIE           NY                                         
58733 QUEENSBURY             NY                                         
58735 ROTTERDAM              NY                                         
58737 GUILDERLAND            NY                                         
58739 S. GLENS FALLS         NY                                         
58740 TROY                   NY                                         
58741 WARRENSBURG            NY                                         
58743 HUDSON FALLS           NY                                         
58744 MECHANICVILLE          NY                                         
58745 ALBANY                 NY                                         
58750 MECHANICVILLE          NY                                         
58751 NEWBURGH               NY                                         
58753 KINGSTON               NY                                         
58754 RENSSELAER             NY                                         
58759 RHINEBECK              NY                                         
58760 PORT EWEN              NY                                         
58761 CATSKILL               NY                                         
58762 CATSKILL               NY                                         
58764 CATSKILL               NY                                         
58766 HUDSON                 NY                                         
58768 SAUGERTIES             NY                                         
58769 FREEHOLD               NY                                         
58770 COXSACKIE              NY                                         
58771 GREENVILLE             NY                                         
58772 QUARRYVILLE            NY                                         
58774 MONSEY                 NY                                         
58776 KINGSTON               NY                                         
58780 RENSSELAER             NY                                         
58785 MENANDS                NY                                         
58786 HOUSICK FALLS          NY                                         
58788 BREWSTER               NY                                         
58790 BARDONIA               NY                                         
58793 VALATIE                NY                                         
58794 CAIRO                  NY                                         

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LOCATION                                                                      
-------------------------------------                                           
#             CITY         STATE                                        
-------------------------------------                                           
58796 VISTA                  NY                                         
58797 LEEDS                  NY                                         
58798 POUGHKEEPSIE           NY                                         
58802 PINE BUSH              NY                                         
58804 COPAKE                 NY                                         
58806 RED HOOK               NY                                         
58808 W. TAGHKANIC           NY                                         
58812 RAVENA                 NY                                         
58822 CROTON FALLS           NY                                         
67101 BANGOR                 PA                                         
67215 PHILADELPHIA           PA                                         
67227 ALLENTOWN              PA                                         
67243 BRYN MAWR              PA                                         
67244 CONSHOHOCKEN           PA                                         
67249 PHILADELPHIA           PA                                         
67253 HUNTINGDON VALLEY      PA                                         
67254 FEASTERVILLE           PA                                         
67255 PHILADELPHIA           PA                                         
67258 PHILADELPHIA           PA                                         
67265 PHILADELPHIA           PA                                         
67266 PHILADELPHIA           PA                                         
67269 HATBORO                PA                                         
67271 HAVERTOWN              PA                                         
67272 MEDIA                  PA                                         
67274 PHILADELPHIA           PA                                         
67275 MILMONT PARK           PA                                         
67276 PHILADELPHIA           PA                                         
67278 ALDAN                  PA                                         
67282 BRISTOL                PA                                         
67288 TREVOSE                PA                                         
67298 HAVERTOWN              PA                                         
67299 ABINGTON               PA                                         
67301 HATBORO                PA                                         
67367 CLIFTON HIGHTS         PA                                         
67381 ALDAN                  PA                                         
67396 MEDIA                  PA                                         
67398 ROSLYN                 PA                                         
67401 CLIFTON HIGHTS         PA                                         
67402 PHILADELPHIA           PA                                         
67405 MORRISVILLE            PA                                         
67409 PHILADELPHIA           PA                                         
67415 PHOENIXVILLE           PA                                         
67416 LEVITTOWN              PA                                         
67418 LANGHORNE              PA                                         
67419 POTTSTOWN              PA                                         
67422 BOYERTOWN              PA                                         
67423 QUAKERTOWN             PA                                         
67425 SOUDERTON              PA                                         
67426 LANSDALE               PA                                         
67431 FURLONG                PA                                         

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LOCATION                                                                      
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#             CITY         STATE                                        
-------------------------------------                                           
67432 COOPERSBURG            PA                                         
67433 DOYLESTOWN             PA                                         
67434 RICHBORO               PA                                         
67435 PENNDEL                PA                                         
67436 WEST CHESTER           PA                                         
67437 NORRISTOWN             PA                                         
67531 TRAPPE                 PA                                         
67580 GETTYSBURG             PA                                         
67598 LINWOOD                PA                                         
67599 ELIZABETHTOWN          PA                                         
67601 NORTH HILLS            PA                                         
67602 NEWTOWN SQUARE         PA                                         
67604 ALLENTOWN              PA                                         
67607 PHILADELPHIA           PA                                         
67610 PHILADELPHIA           PA                                         
67615 PHILADELPHIA           PA                                         
67617 PALMER TOWNSHIP        PA                                         
67623 FARIFIELD              PA                                         
67624 NEW OXFORD             PA                                         
67626 LITTLESTOWN            PA                                         
67627 HANOVER                PA                                         
67635 YORK                   PA                                         
67636 DOVER                  PA                                         
67638 GLEN ROCK              PA                                         
67639 CARLISLE               PA                                         
67640 CARLISLE               PA                                         
67641 BOILING SPRINGS        PA                                         
67647 HANOVER                PA                                         
67649 BIGLERVILLE            PA                                         
67650 NEW OXFORD             PA                                         
67654 HARRISBURG             PA                                         
68002 MIDDLETOWN             RI                                         
68007 PROVIDENCE             RI                                         
68120 EAST PROVIDENCE        RI                                         
68611 PAWTUCKET              RI                                         
68619 CRANSTON               RI                                         
68622 PAWTUCKET              RI                                         
68623 BARRINGTON             RI                                         
68629 WARWICK                RI                                         
68642 PORTSMOUTH             RI                                         
69004 EPHRATA                PA                                         
69005 DAUPHIN                PA                                         
69010 YORK                   PA                                         
69012 GETTYSBURG             PA                                         
69016 POTTSVILLE             PA                                         
69019 POTTSVILLE             PA                                         
69406 ALLENTOWN              PA                                         
69407 LANCASTER              PA                                         
69408 BETHLEHEM              PA                                         
69409 EASTON                 PA                                         

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INVESTMENT-ENVIRONMENTAL    

LOCATION                                                                      
-------------------------------------                                           
#             CITY         STATE                                        
-------------------------------------                                           
69415 BETHLEHEM              PA                                         
69416 LANCASTER              PA                                         
69417 SCHAEFFERSTOWN         PA                                         
69419 HAMBURG                PA                                         
69420 READING                PA                                         
69421 MILLERSVILLE           PA                                         
69422 MANHEIM                PA                                         
69424 MOUNTVILLE             PA                                         
69425 EBENEZER               PA                                         
69426 BETHLEHEM              PA                                         
69428 INTERCOURSE            PA                                         
69430 REINHOLDS              PA                                         
69431 BOYERTOWN              PA                                         
69436 WEST GROVE             PA                                         
69439 OXFORD                 PA                                         
69440 POTTSTOWN              PA                                         
69443 EPHRATA                PA                                         
69444 READING                PA                                         
69445 ROBESONIA              PA                                         
69449 YORK                   PA                                         
69466 KENHORST               PA                                         
69472 LEOLA                  PA                                         
69476 SHREWSBURY             PA                                         
69483 RED LION               PA                                         
69484 READING                PA                                         
69485 ROTHSVILLE             PA                                         
69495 HARRISBURG             PA                                         
69497 ADAMSTOWN              PA                                         
69503 LANCASTER              PA                                         
69504 NEW HOLLAND            PA                                         
69505 CHRISTIANA             PA                                         
69507 LANCASTER              PA                                         
69672 READING                PA                                         
69673 WYOMISSING HILLS       PA                                         
69676 ST.CLAIR               PA                                         
69680 REIFFTON               PA                                         
69681 W. READING             PA                                         
69682 ARENDTSVILLE           PA                                         
69683 MOHNTON                PA                                         
69684 ST.THOMAS              PA                                         
69685 CARLISLE               PA                                         
69688 BONNEAUVILLE           PA                                         
69690 MCCONNELLBURG          PA                                         
76112 BENNINGTON             VT                                         
694 SITES                                                           

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EXHIBIT F   

DEALERS/LESSEES IN DEFAULT  
AS OF JANUARY 31, 1997  

Region 1                                                                        
00631        Daniel P. Belanger                Palmer, Ma.  
 30654        Howard Rhone                      Worcester, Ma.

Region 2                                                                        
  06722        Sydney Tulloch                    Bloomfield, Ct.
06826        Salvatore Dilciano                Hartford, Ct.

  58146        Manjit Josen                      Riverhead, N.Y.
       58295        Pt. Jefferson Car Care            Port Jefferson, N.Y.

Region 3                                                                        
      00195        Frank & David Esposito            Staten Island, N.Y.
      00396        Stacy Celiberti                   Staten Island, N.Y.
      58558        Santorelli & Reggiero             Staten Island, N.Y.

 00654        Aslam Kahn                        Somerset, N.J.
      56065        Karl Jordan                       New Brunswick, N.J.
   56906        George Koenemund                  Old Bridge, N.J.

Region 4                                                                        
00114        M. Moreno/M. Anazagasty           Bronx, N.Y.  
00329        J. Guzman                         Bronx, N.Y.  
      00350        Pascack Little Star               Spring Valley, N.Y.
      00379        Jagdish Patel                     W. Haverstraw, N.Y.
58161        Odel Getty Inc.                   Yonkers, N.Y.
58513        E.L. Grant Hway                   Bronx, N.Y.  
        58730        D&K Virk Lts.                     Pleasant Valley, N.Y.

 00572        Darren Mancusi                    Oakhurst, N.J.
    56925        Androus Corp.                     Jersey City, N.J.
    95713        J. Czaja/J. Mocasrski             Jersey City, N.J.

1   

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                                                      SCHEDULE 1
                                                             [TO EXHIBIT-10.2]
SCHEDULE OF   
INITIAL TERM FIXED RENT   
BY INDIVIDUAL PROPERTY  

[WILL BE SUPPLIED UPON REQUEST] 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-12B/A’ Filing		Date		First		Last			Other Filings
		2/1/32		14
		1/31/32		14
		2/1/22		14
		1/31/22		14
		2/1/12		14
		1/31/12		14		35
		2/1/02		15
		12/22/98		19		21
		2/1/97		1		8
		1/31/97		77					10-K405
		1/28/97
Filed on:		1/27/97
									List all Filings